Amp Productions Ltd · SB-2/A · On 8/22/03

Filed On 8/22/03 1:28pm ET   ·   SEC File 333-106291   ·   Accession Number 1001277-3-389

Pre-Effective Amendment to Registration of Securities by a Small-Business Issuer   ·   Form SB-2
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SB-2/A      Pre-Effective Amendment to Registration of            53    235K 
                          Securities by a Small-Business Issuer                  
 2: EX-5        Opinion re: Legality                                   2     10K 
 3: EX-23       Consent of Experts or Counsel                          1      8K 
 4: EX-99       Miscellaneous Exhibit                                  2     11K 

SB-2/A   ·   Pre-Effective Amendment to Registration of Securities by a Small-Business Issuer
Document Table of Contents

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As filed with the Commission on August 22, 2003              File No. 333-106291

 U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Pre Effective Amendment No. 1 to

 Form SB-2
REGISTRATION STATEMENT
 UNDER
THE SECURITIES ACT OF 1933

 AMP PRODUCTIONS, LTD.
(Name of small business issuer in its charter)

     Nevada                       7812                      98-0400189
(State of Jurisdiction)     (Primary Standard Industrial      (I.R.S. Employer  
                             Classification Code Number)     Identification No.)

 2708-939 Homer Street
 Vancouver, BC V6B 2W6
604-688-1075
 (Address and telephone number of principal executive offices)

Laughlin International
2533 Carson Street
 Carson City, Nevada 89706
775-883-8484
 (Name, address and telephone number of agent for service)

APPROXIMATE  DATE OF PROPOSED SALE TO THE PUBLIC:  As soon as practicable  after
the effective date of this registration statement.                              

If any of the  securities  being  registered on this Form are to be offered on a
delayed or continuous  basis  pursuant to Rule 415 under the  Securities  Act of
1933, please check the following box: [X]                                       

If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the  Securities  Act  registration  statement  number of the  earlier  effective
registration statement for the same offering. [ ]                               

If this Form is a  post-effective  amendment filed pursuant to Rule 462(c) under
the  Securities  Act,  check  the  following  box and  list the  Securities  Act
registration  statement number of the earlier effective  registration  statement
for the same offering. [ ]                                                      

If this Form is a  post-effective  amendment filed pursuant to Rule 462(d) under
the  Securities  Act,  check  the  following  box and  list the  Securities  Act
registration  statement number of the earlier effective  registration  statement
for the same offering. [ ]                                                      

If delivery  of the  prospectus  is  expected  to be made  pursuant to Rule 434,
please check the following box. [ ]                                             

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                                                        [Enlarge/Download Table]

                                                                                                           

                                         CALCULATION OF REGISTRATION FEE                                   
===========================================================================================================

Title of Each Class of Securities         Proposed Maximum Aggregate                 Amount of             
to be Registered                          Offering Price (1)                         Registration Fee      
common stock, $0.0001 par                          $175,000                          $14.16                
value per share                                                                                            
Total                                                                                $14.16(2)             

(1)  Estimated  solely for the purpose of calculating  the  registration  fee in
     accordance  with Rule  457(o)  under  the  Securities  Act and  based  upon
1,750,000 shares of common stock to be sold in this offering.         
(2)  Fee paid                                                                   

The registrant hereby amends this  registration  statement on such date or dates
as may be necessary to delay its effective date until the registrant  shall file
a further amendment which specifically  states that this registration  statement
shall  thereafter  become  effective  in  accordance  with  Section  8(a) of the
Securities  Act of  1933 or  until  this  registration  statement  shall  become
effective on such date as the  Commission,  acting pursuant to said Section 8(a)
may determine.                                                                  

Information   contained  herein  is  subject  to  completion  or  amendment.   A
registration  statement  relating  to these  securities  has been filed with the
Securities and Exchange  Commission.  We may not sell these securities until the
registration  statement  filed with the  Securities  and Exchange  Commission is
effective.  This  prospectus is not an offer to sell these  securities and it is
not soliciting an offer to buy these  securities in any state in which the offer
or sale is not permitted.                                                       

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Prospectus
Subject to completion, dated ___________, 2003

 AMP Productions, Ltd.
1,750,000 shares of common stock
Price: $0.10 per share

This  prospectus  relates to the sale of up to 1,750,000  shares of common stock
that may be sold by us at $0.10 per  share.  The  offering  price for our common
stock was  arbitrarily  determined  and may not reflect the market  price of our
shares after the offering.                                                      

There is no minimum number of shares to be sold in order for us to accept funds.
No escrow  account  will be used.  This  offering  will  expire 90 days from the
effective  date and may be extended for an  additional  90 days to a date not to
exceed December 31, 2003. We may terminate this offering prior to the expiration
date.                                                                           

This is our initial public  offering.  No public market currently exists for our
shares,  although  we  intend  to apply for  quotation  on the  Over-the-Counter
Bulletin Board in the future.                                                   

The shares will be offered and sold by our officers and  directors  who will not
receive  any  commission.  We  currently  have no  agreements,  arrangements  or
understandings with any underwriter.                                            

The  information in this  prospectus is not complete and may be changed.  We may
not sell  these  securities  until the  registration  statement  filed  with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to  sell  these  securities  and it is not  soliciting  an  offer  to buy  these
securities in any state where the offer or sale is not permitted.               

Investing in our common stock involves  substantial  risks.  See "Risk Factors,"
page 5.                                                                         

Neither  the  Securities  and  Exchange  Commission  nor  any  state  securities
commission has approved or disapproved of these securities or determined if this
prospectus  is truthful or  complete.  Any  representation  to the contrary is a
criminal offense.                                                               

                                                        [Enlarge/Download Table]

                                                                                           
                            Price to Public  Underwriting Discounts and  Proceeds to AMP(1)
                                             Commissions                                   
Per Share.................. $0.10            $0                          $0.10             
Maximum 1,750,000                                                                          
shares..................... $175,000         $0                          $175,000          

(1)  Proceeds to AMP  Productions,  Ltd.  are shown  before  deducting  offering
expenses payable by us estimated at $20,000, including legal and accounting fees
and printing costs.                                                             

 The date of this Prospectus is _________________, 2003.

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 Table Of Contents

                                                                            Page

Prospectus Summary.............................................................3
Risk Factors...................................................................5
Forward-Looking Statements.....................................................9
Use of Proceeds................................................................9
Determination of Offering Price...............................................10
Market For Common Equity and Related Stockholder Matters......................11
Management's Discussion and Analysis or Plan of Operation.....................12
Description Of Business.......................................................15
Description Of Property.......................................................29
Legal Proceedings.............................................................29
Directors, Executive Officers, Promoters And Control Persons..................29
Executive Compensation........................................................30
Certain Relationships And Related Transactions................................30
Security Ownership Of Certain Beneficial Owners And Management................31
Plan Of Distribution..........................................................31
Description Of The Securities.................................................33
Disclosure Of Commission Position On Indemnification For Securities Act         
  Liabilities.................................................................33
Legal Matters.................................................................33
Experts.......................................................................33
Available Information.........................................................34
Financial Statements.........................................................F-1

As used in this  prospectus,  the terms  "we,"  "us,"  "our," and "AMP" mean AMP
Productions,  Ltd.,  a Nevada  corporation.  The term  "common  stock" means our
Common  Stock,  par value  $0.0001 per share,  and the term  "shares"  means the
shares of common stock being registered by us through this prospectus.          

The  information in this prospectus is qualified in its entirety by reference to
the entire prospectus. Consequently, this prospectus, which is contained as part
of this registration statement, must be read in its entirety. This is especially
important in light of material subsequent events disclosed.  Information may not
be considered or quoted out of context or without  referencing other information
contained  in this report  necessary  to make the  information  considered,  not
misleading.                                                                     

You should rely only on the  information  contained in this  document or that we
have  referred  you to.  We have  not  authorized  anyone  to  provide  you with
information  that is different.  This prospectus does not constitute an offer to
sell or the  solicitation  of an offer  to buy any  securities  covered  by this
prospectus  in any  state  or other  jurisdiction  to any  person  to whom it is
unlawful  to make such  offer or  solicitation  in such  state or  jurisdiction.
Neither the  delivery of this  prospectus  nor any sales made  hereunder  shall,
under any circumstances,  create an implication that there has been no change in
our affairs since the date hereof.                                              

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Prospectus Summary

The following  summary is qualified in its entirety by reference to the detailed
information and consolidated financial statements,  including the notes thereto,
appearing  elsewhere in this prospectus.  Each prospective  investor is urged to
read this prospectus in its entirety and  particularly the information set forth
in "RISK FACTORS" on page 5.                                                    

AMP PRODUCTIONS, LTD.                                                           

We were  incorporated  on  February  27,  2003,  under  the laws of the State of
Nevada. We are a development  stage  independent  motion picture studio with our
principal office located at 2708-939 Homer Street, Vancouver,  British Columbia,
Canada, V6B 2W6, (604) 688-1075.                                                

We plan to develop,  produce,  market, and distribute low-budget  feature-length
films to movie theaters and ancillary  markets.  Since inception,  our focus has
been on  developing  our  business  plan,  and  acquiring  options  to  purchase
screenplays that can be produced into commercially salable feature-length motion
pictures at a cost not to exceed $10  million.  We will not be able to produce a
feature film on our own with the proceeds of this  offering  without  additional
outside  financing and the deferral of certain  production costs (see "Financing
Strategy" page 25).                                                             

Upon the successful completion of this offering, we plan to spend $75,000 on the
development of motion pictures, including $35,000 for the acquisition of options
to purchase up to eight screenplays or other literary  properties.  We then plan
to produce and/or  co-produce at least one of them into a feature film. To date,
we have acquired two such options to  screenplays  from our  Vice-President.  We
continue to review other  potential  film projects.  We plan to acquire  further
options on an ongoing basis from earned  revenue.  On  successful  completion of
this offering we intend to begin pre-production of one of our motion pictures.  

We intend to derive income  through the  distribution  of our films.  We plan to
release our films in the United States through existing distribution  companies,
primarily independent distributors.  We intend to retain the right for ourselves
to market the films on a territory-by-territory basis throughout the rest of the
world and to market television and other uses separately.                       

We believe  that our location in  Vancouver,  British  Columbia,  will afford us
economic  advantages  over similar  United  States  based  filmed  entertainment
studios.  Due to the  favorable  exchange  rate  and the  financial  initiatives
available from government  sources,  we believe that we can produce high quality
films  more cost  effectively  than  would be  possible  in the  United  States.
Vancouver is also the nearest Canadian film center to Hollywood.                

The demand for motion pictures  remains strong.  The motion picture industry has
experienced steady growth since its inception. Most recently, with the advent of
network, broadcasting television alliances, cable television and home video, the
market has expanded  faster than at any other time.  Movies are being bought for
pay-television cable networks as well as for the traditional outlets of theaters
and network television.  With the expansion of audience markets, and an increase
in demand for motion  pictures,  independent  producers  like our company,  have
successfully filled niche markets and targeted specific audiences.              

We  are  dependent  upon  the  raising  of  capital  through  placement  of  our
securities.  There can be no assurance that we will be successful in raising the
capital we require through the sale of our securities. If we are unsuccessful in
raising capital with this offering,  we may have insufficient  funds to continue
our operations.                                                                 

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THE OFFERING                                                                    

Securities Offered:                     Up  to 1,750,000 shares of common stock,
                 par value $0.0001

Offering price:                         $0.10 per share                         

Offering period:                        The  shares  are  being  offered  for  a
                                        period of 90 days, unless we extend  the
                                        offer, in our  sole  discretion, for  an
                                        additional 90 days  to  a date not later
                      than December 31, 2003

Net proceeds to us:                     Approximately  $155,000, after expenses 
                                        of  approximately  $20,000 assuming sale
                   of 1,750,000 shares

Use of proceeds:                        We  will  use  the  proceeds to  pay for
                                       offering   expenses,  debt   repayment,
                                        options  to acquire literary properties,
                                        motion   picture   development,   motion
                                        picture    pre-production,    equipment,
                                       marketing expenses and working capital.

Number of shares outstanding            8,000,000                               
before the offering:                                                            

Maximum Number of shares outstanding    9,750,000 assuming sale of all 1,750,000
after the offering:                     shares being offered.                   

SUMMARY OF SELECTED FINANCIAL DATA                                              

We are a development  stage company.  From the date of our inception on February
27, 2003,  to March 31, 2003, we have not generated any revenue or earnings from
operations. As of March 31, 2003, our financial data is as follows:             

                                       As at or for the period ended
                                      March 31, 2003 (inception to
                         March 31, 2003)
OPERATIONS DATA                                                                 
Revenue:                                          $0                            
General and administrative expenses:          $8,216                            
Loss for the period:                          $8,216                            
Loss per share:                               $0.00                             

BALANCE SHEET DATA                                                              
Total assets:                                 $5,785                            
Total liabilities:                           $13,201                            
Common stock                                    $800                            
Accumulated (deficit)                        $(8,216)                           
Shareholder's equity:                        $(7,416)                           
Total liabilities and shareholders' equity:  $(5,785)                           

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RISK FACTORS

YOU SHOULD CAREFULLY CONSIDER THE RISKS DESCRIBED BELOW BEFORE BUYING OUR COMMON
STOCK IN THIS  OFFERING.  IF ANY OF THE  FOLLOWING  RISKS  ACTUALLY  OCCUR,  OUR
BUSINESS,  FINANCIAL CONDITION AND RESULTS OF OPERATIONS COULD BE MATERIALLY AND
ADVERSELY AFFECTED,  THE TRADING PRICE OF OUR COMMON STOCK COULD DECLINE AND YOU
COULD LOSE ALL OR PART OF YOUR INVESTMENT.                                      

WE ARE A  DEVELOPMENT  STAGE  COMPANY WITH NO OPERATING  HISTORY,  SO IT WILL BE
DIFFICULT FOR POTENTIAL INVESTORS TO JUDGE OUR PROSPECTS FOR SUCCESS.           

We are a newly organized  development  stage corporation and have a no operating
history  from which to  evaluate  our  business  and  prospects.  We have had no
revenue.  We had a minimal loss from February 27, 2003  (inception) to March 31,
2003. We had negative net worth of $7,416 and our working  capital was $5,785 as
of March 31, 2003. There can be no assurance that our future proposed operations
will be implemented  successfully  or that we will ever have profits.  If we are
unable to sustain our operations,  you may lose your entire investment.  We face
all the risks inherent in a new business, including the expenses,  difficulties,
complications and delays frequently encountered in connection with the formation
and commencement of operations,  including operational  difficulties and capital
requirements and management's  potential  underestimation of initial and ongoing
costs. In evaluating our business and prospects,  these  difficulties  should be
considered.                                                                     

IF WE ARE  UNABLE  TO  CONTINUE  AS A GOING  CONCERN,  YOU MAY  LOSE ALL OF YOUR
INVESTMENT.                                                                     

Since  inception,  AMP has suffered  recurring losses and net cash outflows from
operations.  We expect to continue to incur  substantial  losses to complete the
development  of our business.  Since its  inception,  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.  If we  cannot  continue  as a going
concern, then you may lose all of your investment.                              

IF THIS  OFFERING  DOES NOT RAISE A SUFFICIENT  AMOUNT OF CAPITAL,  THEN YOU MAY
LOSE ALL OF YOUR INVESTMENT.                                                    

We are depending on the proceeds of this offering in order to develop and expand
our  business  because  our  revenue  is  insufficient  to do so.  We will  have
immediate access to funds raised in this offering. There is no guarantee that we
will be able to sell all,  or any, of the  offered  shares.  If we are unable to
sell more  than 75% of the  offered  shares,  we may not be able to  develop  or
expand our business  which will harm our ability to earn  revenue.  If we do not
raise sufficient  funds in this offering to develop and expand our business,  we
may conduct  additional  public or private  offerings of our stock or make other
funding arrangements such as loans or enter into strategic partnerships. We have
not  identified  any  specific  alternative  sources of funding  other than this
offering.  We will not return investors' funds even if we do not raise enough to
fully  implement  our  business  plan.  Therefore,  you should not invest in our
business unless you are in a position to lose your entire investment.           

IF WE FAIL TO OBTAIN  FUNDING FOR THE PRODUCTION OF A MOTION PICTURE OUR PLAN OF
OPERATIONS MAY HAVE TO BE CHANGED OR YOU MAY LOSE YOUR ENTIRE INVESTMENT.       

We believe the proceeds from this offering will satisfy our capital requirements
for the next 12 months,  but they will not be sufficient for the production of a
motion picture. We intend to make motion pictures with production budgets of $10
million  or less.  We will  need to raise  all the  money  required  to fund the

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production of a motion picture from outside financing. Such financing could take
the form of  co-production  or joint venture  arrangements or limited  liability
companies or partnerships in which we act as managing member or general partner,
additional sales of our securities or an operating line of credit. Regardless of
the  amount of money we raise in this  offering,  additional  financing  will be
needed to produce a motion  picture.  No assurance  can be given that  financing
will be available to us, at all, or on favorable  terms.  Unless such additional
financing  is  available  to us, our  production  activities  may be  materially
adversely affected and you may lose your entire investment. We have no financing
commitments.                                                                    

YOU MAY SUFFER SUBSTANTIAL  CONSEQUENCES SUCH AS DILUTION OR A LOSS OF SENIORITY
IN PREFERENCES AND PRIVILEGES AS A RESULT OF A SUBSEQUENT FINANCING.            

If, we are required to raise additional financing to fund operations then we may
do so through the issuance of our stock or debt instruments that are convertible
into stock.  We do not intend to finance  the  production  of a motion  pictures
through the issuance of shares or convertible securities. However, if we need to
raise  additional   capital  through  the  issuance  of  additional   equity  or
convertible debt securities,  this will further dilute the percentage  ownership
of your investment in this offering.                                            

THE LIMITED MARKET FOR OUR SHARES WILL MAKE OUR PRICE MORE  VOLATILE,  THEREFORE
YOU MAY HAVE DIFFICULTY SELLING OUR COMMON STOCK.                               

Currently, our common stock is not listed or quoted upon any established trading
system.  Most of our common  stock will be held by a small  number of  investors
that will  further  reduce the  liquidity  of our  common  stock.  Further,  the
offering  price of our common stock was determined by us, and was based upon the
amount of capital needed to enter into the  pre-production  phase for one of our
projects,  without considering assets,  earnings, book value, net worth or other
economic or  recognized  criteria or future  value of our common  stock.  Market
fluctuations and volatility,  as well as general economic,  market and political
conditions,  could  reduce  our  market  price.  As a  result,  this may make it
difficult or impossible  for you to sell our common stock or for you to sell our
common stock for more than the offering price even if our operating  results are
positive.                                                                       

OUR FILM MAY NOT BE COMMERCIALLY SUCCESSFUL.                                    

Producing feature length films involves  substantial risks,  because it requires
that we spend significant funds based entirely on our preliminary  evaluation of
the screenplay's commercial potential as a film. It is impossible to predict the
success  of any film  before  the  production  starts.  The  ability of a motion
picture  to  generate  revenues  will  depend  upon a variety  of  unpredictable
factors, including:                                                             

-    public taste, which is always subject to change;       

          -    the quantity and popularity of other films and leisure activities
 available to the public at the time of our release;

          -    the competition  for exhibition at movie theatres,  through video
               retailers,  on  cable  television  and  through  other  forms  of
distribution; and                                 

  -    the fact that not all films are distributed in all media.

For any of  these  reasons,  the  films  that  we  produce  may be  commercially
unsuccessful and our business may suffer.                                       

WE MAY BE UNABLE TO FIND SUFFICIENT DISTRIBUTION FOR OUR FILMS.                 

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Because we lack the  resources to  distribute  our films  ourselves,  we plan to
enter into distribution agreements with established distribution companies. As a
result, we may be unable to secure distribution agreements or revenue guarantees
before funds are spent on  production.  In addition,  if we are unable to obtain
theatrical  distribution on acceptable terms, we may evaluate other alternatives
such as  retaining a  distributor  as an  independent  contractor  or  bypassing
theatrical distribution altogether. If we retain a distributor as an independent
contractor we may need to seek additional financing to cover this cost, which we
anticipate  will be  $50,000  to  $100,000  per film.  If we  bypass  theatrical
distribution  and  attempt to release  our films  directly  to pay cable or home
video, we will probably not generate enough revenues to become profitable. If we
are  unable to obtain  adequate  distribution,  we may not have the  ability  to
generate revenues.                                                              

IF WE LOSE THE SERVICES OF KEY PERSONNEL,  IT MAY SUBSTANTIALLY HARM OUR ABILITY
TO OPERATE AND EARN REVENUE.                                                    

Our success is highly  dependent  upon the continued  services of key members of
our management, including our President, Treasurer and director, Thomas E. Mills
and our  Vice-President  and  director,  Fidel  Thomas.  Virtually all decisions
concerning  the conduct of our business,  including the properties and rights to
be acquired by AMP and the  arrangements to be made for such  distribution,  are
made by or controlled by Messrs.  Mills and Thomas. The loss of either Thomas E.
Mills or Fidel  Thomas could have a material  adverse  effect on us. We have not
entered into any agreement with Messrs. Mills and Thomas that would prevent them
from  leaving us, nor have we obtained  any key man life  insurance.  If we lose
either of their  services,  we may not be able to hire and retain other officers
with  comparable  experience  or contacts.  As a result,  the loss of either Mr.
Mills' or Mr. Thomas' services could  substantially  harm our ability to operate
and earn revenue.                                                               

SINCE OUR OFFICERS AND  DIRECTORS DO NOT DEVOTE THEIR FULL  BUSINESS TIME TO OUR
BUSINESS, WE MAY NOT BE ABLE TO IMPLEMENT OUR BUSINESS PLAN AND OUR BUSINESS MAY
FAIL.                                                                           

The persons serving as our officers and directors have existing responsibilities
and may have additional  responsibilities  to provide management and services to
other entities. Specifically,  Thomas E. Mills, our President, Treasurer and one
of our  directors is the Chief  Executive  Officer,  President and a director of
Scarab Systems,  Inc., a Colorado  company having its shares quoted on the OTCBB
under the trading  symbol of IRVV.  Fidel Thomas is the President and a director
of  Inner  Visions   Entertainment  Ltd.,  a  privately  held  British  Columbia
corporation. Each anticipates that he will devote significantly more hours if we
begin  generating  significant  revenue.  We  cannot  guaranty  that  any of our
officers  or  directors  will be able to  devote  sufficient  amounts  of  their
business time to enable us to implement our business  plan. If any or all of our
officers or directors do not devote a sufficient  amount of their  business time
to the management of our business, then our business may fail.                  

SUBSEQUENT TO COMPLETION  OF THIS  OFFERING,  CONTROL OF THE COMPANY WILL REMAIN
WITH OUR OFFICERS AND DIRECTORS.                                                

If we sell all 1,750,000  shares of common stock in this offering,  our officers
and directors  will own at least  8,000,000  shares (82.05% of our issued common
stock) and will control us. Following completion of this offering,  our officers
and  directors  will be able to elect  all of our  directors  and  inhibit  your
ability to cause a change in the course of our operations. Further, our officers
and directors may effect a major  transaction  such as a merger without  further
shareholder  approval.   Our  articles  of  incorporation  do  not  provide  for
cumulative voting.                                                              

SINCE OUR OFFICERS AND DIRECTORS ARE NOT LOCATED IN THE UNITED STATES, INVESTORS
WOULD HAVE DIFFICULTY EFFECTING LEGAL SERVICE THEM.                             

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Although we are  incorporated  in the State of Nevada and  maintain a registered
office in Carson  City,  Nevada,  our officers and  directors  are  residents of
Canada.  It may be  difficult  for a resident of a country  other than Canada to
serve Messrs. Mills and Thomas with legal process or other documentation.       

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FORWARD-LOOKING STATEMENTS

INFORMATION IN THIS PROSPECTUS  CONTAINS "FORWARD LOOKING  STATEMENTS" WHICH CAN
BE  IDENTIFIED  BY  THE  USE  OF  FORWARD-LOOKING   WORDS  SUCH  AS  "BELIEVES",
"ESTIMATES",  "COULD",  "POSSIBLY",  "PROBABLY",   "ANTICIPATES",   "ESTIMATES",
"PROJECTS",  "EXPECTS", "MAY", OR "SHOULD" OR OTHER VARIATIONS OR SIMILAR WORDS.
NO  ASSURANCES  CAN  BE  GIVEN  THAT  THE  FUTURE  RESULTS  ANTICIPATED  BY  THE
FORWARD-LOOKING  STATEMENTS WILL BE ACHIEVED.  THE FOLLOWING MATTERS  CONSTITUTE
CAUTIONARY  STATEMENTS  IDENTIFYING  IMPORTANT  FACTORS  WITH  RESPECT  TO THOSE
FORWARD-LOOKING STATEMENTS, INCLUDING CERTAIN RISKS AND UNCERTAINTIES THAT COULD
CAUSE ACTUAL RESULTS TO VARY MATERIALLY  FROM THE FUTURE RESULTS  ANTICIPATED BY
THOSE  FORWARD-LOOKING  STATEMENTS.  AMONG  THE KEY  FACTORS  THAT HAVE A DIRECT
BEARING ON OUR RESULTS OF  OPERATIONS  ARE THE  EFFECTS OF VARIOUS  GOVERNMENTAL
REGULATIONS, THE FLUCTUATION OF OUR DIRECT COSTS AND THE COSTS AND EFFECTIVENESS
OF OUR OPERATING STRATEGY. OTHER FACTORS COULD ALSO CAUSE ACTUAL RESULTS TO VARY
MATERIALLY  FROM  THE  FUTURE  RESULTS  ANTICIPATED  BY  THOSE   FORWARD-LOOKING
STATEMENTS.                                                                     

USE OF PROCEEDS 

Certain of our officers and directors  will be offering the common stock.  There
is no assurance that we will raise any proceeds,  or if any proceeds are raised,
that it will be sufficient to implement our business plan.  The following  table
sets forth  management's  current  estimate of the  allocation  of net  proceeds
anticipated to be received from this offering if all or part of this offering is
sold. Actual  expenditures may vary from these estimates.  Pending such uses, we
will invest the net proceeds in investment-grade,  short-term,  interest bearing
securities.                                                                     

                                                        [Enlarge/Download Table]

                                                                                       

                                 100%           75%            50%             25%     
                            Offering Sold  Offering Sold  Offering Sold   Offering Sold
                            -------------  -------------  -------------   -------------

Gross Proceeds                   $175,000       $131,250         $87,500        $43,750

Less offering Expenses            $20,000        $20,000         $20,000        $20,000

Net Proceeds                     $155,000       $111,250         $67,500        $23,750

Use of Proceeds                                                                        

Debt Repayment                    $10,000        $10,000         $10,000        $10,000

Options to Acquire                $35,000        $35,000         $15,000         $5,000
Literary Properties                                                                    

Motion Picture Development        $40,000                                              

Motion Picture                    $35,000        $35,000         $15,000         $5,000
Pre-production                                                                         

Equipment                          $5,000         $5,000          $5,000             $0

Marketing Expenses                $10,000         $6,250          $2,500             $0

Working Capital                   $20,000        $20,000         $20,000         $6,750

Total Use of Proceeds            $155,000       $111,250         $67,500        $23,750

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DEBT REPAYMENT.  Debt repayment  refers to repayment of a promissory note issued
to 396147  B.C.  Ltd.  on March 3, 2003.  Under the terms of the Note,  which is
unsecured,  we promised to repay 396147 B.C. Ltd. the sum of $10,000 on March 3,
2005,  with interest  accruing at an annual interest rate of 5%. Proceeds of the
loan from 396147 B.C. Ltd. were used to pay for legal fees, accounting fees, and
miscellaneous expenses.                                                         

OPTIONS TO ACQUIRE LITERARY PROPERTIES. An option to acquire a literary property
means the cost of purchasing the exclusive right for a negotiated period of time
to acquire a screenplay or other  literary  property that can be produced into a
commercially salable motion picture. During the term of the option, the owner of
the  screenplay or other  literary  property  cannot sell it to any other party.
Upon  expiration  of the  option,  we will  forfeit  the right to  purchase  the
screenplay at the  negotiated  price.  On March 2, 2003, we acquired two options
from Mr. Fidel Thomas,  to acquire two screenplays  titled  "Pelicula" and "Code
Blue." Mr.  Thomas  became the  Vice-President  of AMP on March 3, 2003,  and he
later became a director of AMP on March 15, 2003.  The price agreed upon for the
options from Mr. Thomas was $2,500 per option,  and was determined to be fair by
our  President,  Thomas E. Mills,  without the benefit of third party  advice or
consultation. We will be using the proceeds from this offering to pay Mr. Thomas
$5,000 for the options to  Pelicula  and Code Blue.  We intend to  purchase  all
future  options to  literary  properties  from  writers  and  producers  who are
unrelated to AMP.                                                               

MOTION PICTURE  DEVELOPMENT.  Motion picture development includes the engagement
of writers to write a screenplay.                                               

MOTION PICTURE PRE-PRODUCTION. Motion picture pre-production costs include legal
fees,  screenplay  revisions and consulting  fees resulting from the creation of
business plans, budgets and shooting schedules.                                 

EQUIPMENT. Equipment includes computers, telecommunications and furniture.      

MARKETING EXPENSES.  Marketing expenses include film representation,  travel and
entertainment expenses.                                                         

WORKING  CAPITAL.  Working  capital  includes  leased  office  premises,  office
expenses and supplies, and other general expenses. Upon successful completion of
this offering,  we plan to lease  approximately  500-1,000 square feet of office
space in downtown Vancouver to use as our corporate head office at a rental rate
of between $6,000 and $18,000 per year (See "Description of Property" page 30). 

Aside from the $5,000 we will be paying out of the proceeds of this  offering to
our Vice-President,  Fidel Thomas, none of the remainder of the proceeds will be
paid to insiders of AMP.                                                        

If we do not raise sufficient capital to pay for the offering expenses,  we plan
to seek loans from our current shareholders.                                    

 DETERMINATION OF OFFERING PRICE

As no  underwriter  has been  retained to offer our common  stock,  the offering
price of our common stock was not determined by negotiation  with an underwriter
as is customary in  underwritten  public  offerings.  Rather,  we determined the

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offering  price  based  on the  amount  of  capital  needed  to  enter  into the
pre-production  phase of one of our projects,  without  considering  our assets,
earnings,  book value,  net worth or other  economic or  recognized  criteria or
future value of our common stock.                                               

MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

At  present,  our common  stock is not traded  publicly.  After the close of the
offering,  we intend to apply to the OTC Bulletin Board to seek quotation of our
common stock.  There is no assurance that a trading market will develop,  or, if
developed,  that it will be sustained.  Consequently,  a purchaser of our common
stock may find it difficult to resell the  securities  offered herein should the
purchaser  desire to do so when  eligible for public  resale.  Furthermore,  the
shares are not marginable and it is not likely that a lending  institution would
accept our common stock as collateral for a loan.                               

Pursuant to this  registration  statement,  we propose to publicly offer up to a
total of 1,750,000  shares of common stock on a best efforts,  no minimum basis.
To date, we have no outstanding options,  warrants or convertible securities. We
have no agreements to register shares of common stock held by existing  security
holders for resale.  There are no contractual  restrictions on the resale of the
outstanding common stock. Prior to this offering,  we have two shareholders that
own in the aggregate of 8,000,000 shares of restricted common stock.            

Our transfer  agent and registrar is Pacific Stock Transfer  Company  located at
5844 South  Pecos  Road,  Suite D, Las Vegas,  Nevada,  89120,  telephone  (702)
361-3033.                                                                       

There are  currently  8,000,000  shares of our common stock that are  restricted
from resale under Rule 144  promulgated  under the U.S.  Securities Act of 1933.
Under U.S.  federal  securities laws and in accordance with Rule 144,  6,000,000
shares may be sold beginning on March 23, 2004 and 2,000,000  shares may be sold
beginning on March 26, 2004.                                                    

In general,  Rule 144 under the Securities  Act provides that  securities may be
sold if there is current public information  available  regarding the issuer and
the  securities  have  been  held at least  one  year.  Rule  144 also  includes
restrictions  on the amount of securities  sold, the manner of sale and requires
notice  to be filed  with the SEC.  Under  Rule 144 a  minimum  of one year must
elapse between the later of the date of the  acquisition of the securities  from
the issuer or from an affiliate of the issuer, and any resale under the Rule. If
a one-year period has elapsed since the date the securities  were acquired,  the
amount of restricted  securities  that may be sold for the account of any person
within any  three-month  period,  including a person who is an  affiliate of the
issuer, may not exceed 1% of the then outstanding shares of our common stock. If
a two-year  period has elapsed since the date the securities  were acquired from
the issuer or from an affiliate of the issuer,  a seller who is not an affiliate
of the issuer at any time during the three  months  preceding a sale is entitled
to sell  the  shares  without  regard  to  volume  limitations,  manner  of sale
provisions  or notice  requirements.  Affiliates of the issuer are subject to an
ongoing  volume  restriction  pursuant to Rule 144 on re-sales of shares held by
them.                                                                           

DIVIDENDS POLICY                                                                

We have not paid dividends on our common stock since our inception. Dividends on
common stock are within the discretion of the Board of Directors and are payable
from profits or capital  legally  available for that purpose.  It is our current
policy to retain any future earnings to finance the operations and growth of our
business. Accordingly, we do not anticipate paying any dividends on common stock
in the foreseeable future.                                                      

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 MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

THE FOLLOWING DISCUSSION AND ANALYSIS OF OUR PLAN OF OPERATION SHOULD BE READ IN
CONJUNCTION WITH THE FINANCIAL STATEMENTS AND THE RELATED NOTES. THIS DISCUSSION
CONTAINS FORWARD-LOOKING STATEMENTS BASED UPON CURRENT EXPECTATIONS THAT INVOLVE
RISKS  AND  UNCERTAINTIES,  SUCH  AS OUR  PLANS,  OBJECTIVES,  EXPECTATIONS  AND
INTENTIONS.  OUR ACTUAL  RESULTS AND THE TIMING OF CERTAIN  EVENTS  COULD DIFFER
MATERIALLY  FROM THOSE  ANTICIPATED  IN THESE  FORWARD-LOOKING  STATEMENTS  AS A
RESULT OF CERTAIN  FACTORS,  INCLUDING  THOSE SET FORTH  UNDER  "RISK  FACTORS,"
"DESCRIPTION OF BUSINESS" AND ELSEWHERE IN THIS  PROSPECTUS.  SEE "RISK FACTORS"
AND "DESCRIPTION OF BUSINESS".                                                  

We began  operations on February 27, 2003.  From inception to March 31, 2003, we
had no revenue  and  incurred  expenses of $8,216  primarily  related to startup
expenses.                                                                       

As of March 31, 2003, we had working  capital of $5,785.  Except for the options
to the  two  screenplays,  we  have no  assets  as of  March  31,  2003.  We are
considered to be a development stage company, and are dependent upon the raising
of capital through  placement of our securities.  There can be no assurance that
we will be successful in raising the capital we require  through the sale of our
securities.                                                                     

The proceeds from this offering  will enable us to complete the  development  of
several motion  picture  projects.  If this offering is  successful,  we plan to
spend $35,000 to acquire  options to purchase  screenplays and a further $40,000
to engage  writers to write  screenplays.  Within 12 months of the completion of
this offering,  we intend to have at least eight screenplays developed and ready
for  pre-production.  Each of these  screenplays  will meet our requirement that
they be  commercially  salable and can be produced  for $10 million or less.  To
date, we have secured two such options to acquire screenplays titled "Code Blue"
and  "Pelicula".  Code Blue is a suspense  thriller  set against the backdrop of
Vancouver,  British Columbia.  It centers around  international agents racing to
stop a shipment of missiles to a terrorist government while confronting internal
corruption.  Pelicula is an action  comedy set in Costa Rica.  It is a fictional
story about a retired crime lord who plays matchmaker for his daughter, and must
come to grips with her independence.  Both of these options will expire on March
2, 2004,  but are  renewable  if we choose to do so. We continue to review other
potential film projects.  We have not, however,  acquired any options or entered
into any agreements  regarding any other projects.  We intend to acquire further
options on an ongoing basis from earned revenue.                                

We will  not be able to  produce  a  feature  film  with  the  proceeds  of this
offering,  regardless of the amount raised, without additional outside financing
and cost  deferral.  We intend to  finance  production  of our  motion  pictures
through a variety of sources. We will apply for funding through the Canadian and
British Columbia  governments,  and for production services tax credits. We will
attempt to obtain favorable pre-release sales or pre-licensing  commitments from
independent U.S. distributors,  foreign distributors,  cable networks, and video
distributors.  We will  request  that  providers  of goods and  services  accept
deferred payment  arrangements.  We also may assign a portion of our film rights
to a joint venture or a co-producer. In addition, we will consider the formation
of a limited  liability company or partnership for which we will act as managing
member  or  general  partner  and  privately  offer  membership  or  partnership
interests to film  venture  capitalists.  Although we have had some  preliminary
discussions,  we do not have  any  present  plans,  proposals,  arrangements  or
understandings  with any parties that will provide additional  financing.  If we
are unable to receive the additional  funds, then we will likely conduct another
offering to the public for the  purpose of raising  capital to invest in further
screenplay properties.                                                          

In order to secure  financing for any particular  film project,  we will need to
prepare a business plan for each such film to present to  prospective  investors
and financiers.  Upon completing development of our screenplays,  we will select
one or two for pre-production. Our choice of screenplays for pre-production will

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be dependent upon various factors  including the cost,  location,  marketability
and producer availability.                                                      

During the pre-production  stage we will obtain the commitment of a recognizable
actor or director,  prepare the business plan for the film,  secure the services
of a co-producer,  finalize the  screenplay,  and prepare a budget,  preliminary
shooting  schedule and production  board.  The business plan,  together with the
screenplay,   budget,  shooting  schedule,   production  board  and  the  talent
commitment  will then be presented to  prospective  investors and  financiers by
AMP's  officers.  We  estimate  that  it will  take 16  weeks  to  complete  the
pre-production  of one or two films to the  point  that a  business  plan can be
presented, and cost approximately $35,000.                                      

If we are successful in raising sufficient  financing for production of a motion
picture,  then we will  complete  pre-production  of the picture,  including the
hiring of a production team;  hiring a casting director to submit the screenplay
to appropriate actors as recommended by their agents or as deemed appropriate by
us;  developing  relationships  with foreign sales companies to pre-sell foreign
film distribution  rights;  and finalizing  shooting location  arrangements.  We
anticipate  that it will take a further 12 weeks to complete  pre-production  of
the motion picture once we have obtained our financing.                         

Having  completed  the  pre-production  of a motion  picture,  we will  commence
production. The duration of principal photography is established by the shooting
schedule during pre-production, with allowances for delays caused by such things
as inclement weather,  illness,  injury, location  unavailability.  We intend to
limit  principal  photography  of any of our  motion  pictures  to a total of 12
weeks.  We  estimate  that it will  that  post-production  will take 16 weeks to
complete.  This includes editing,  sound,  mixing and the final print. We do not
intend to make any films  that cost more than $10  million  for  production  and
post-production.                                                                

We will not earn revenue from the  production of a motion picture unless we sell
or license our film to a distributor. As such, effective distribution agreements
will  be  critical  to our  economic  success.  We  have  not as yet  negotiated
agreements  for the  distribution  of our films.  We will  attempt  to  pre-sell
distribution rights during the pre-production stage in order to obtain financing
for our motion  pictures.  If we are  unsuccessful  in pre-selling  distribution
rights, we will be required to obtain a distribution deal after post-production.
We intend to market our film  through  personal  contacts of our  officers,  and
through a film  representation  company.  We expect that the cost of retaining a
film representation company will be $2,500 per film. We also intend to enter our
film into a variety of film festivals, including those held at Cannes, Sundance,
Toronto and Vancouver.                                                          

We  intend  to  release  our  films  in  the  United  States  through   existing
distribution companies,  primarily independent distributors.  We will retain the
right for  ourselves  to  market  the  films on a  territory-by-territory  basis
throughout  the rest of the  world  and to  market  television  and  other  uses
separately.  In many instances,  depending upon the nature of distribution terms
available,  it may be  advantageous  or  necessary  for us to  license  all,  or
substantially all, distribution rights through one major distributor.  It is not
possible  to  predict,   with   certainty,   the  nature  of  the   distribution
arrangements, if any, which we may secure for our motion pictures.              

To the extent that we engage in foreign  distribution  of our films,  we will be
subject to all of the additional risks of doing business abroad  including,  but
not limited to, government censorship, currency fluctuations, exchange controls,
greater risk of "piracy" copying, and licensing or qualification fees.          

If we are unable to obtain  theatrical  distribution on acceptable terms, we may
evaluate  other  alternatives  such as retaining a distributor as an independent
contractor  or  bypassing  theatrical  distribution  altogether.  If we retain a
distributor  as an  independent  contractor  we  may  need  to  seek  additional
financing to cover this cost,  which we  anticipate  will be $50,000 to $100,000

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per film. If we bypass theatrical  distribution and attempt to release our films
directly  to pay cable or home  video,  we will  probably  not  generate  enough
revenues to become profitable. If we are unable to obtain adequate distribution,
we may not have the ability to generate revenues.                               

No  assurance  can be  given  that  our  feature  films,  if  produced,  will be
distributed  and, if distributed,  will return our initial  investment or make a
profit.                                                                         

We  expect  to  make  nominal  purchases  of  equipment,   including  computers,
telecommunications  equipment  and  furniture.  We do not  expect  to  hire  any
employees  in the next 12 months,  as we will utilize  independent  contractors,
consultants,   and  other   non-employee   creative   personnel   to  assist  in
pre-production of our motion pictures.                                          

We presently do not have enough cash to satisfy any future cash requirements. We
estimate  that we will need to sell a minimum of 75% of this offering to satisfy
our cash  requirements for the next 12 months.  With this capital,  we intend to
complete   development  of  several  motion  pictures  and  to  enter  into  the
pre-production  stage for at least one them. If we only raise a nominal  amount,
for  example,  $17,500  or 10% of the  offering,  we will use all  proceeds  for
working capital, and it will be necessary for us to seek additional financing.  

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 DESCRIPTION OF BUSINESS

OVERVIEW                                                                        

We are a development  stage,  independent  motion  picture  studio that plans to
develop,  produce,  market, and distribute  low-budget  feature-length  films to
movie theaters and ancillary markets.                                           

OUR COMPANY                                                                     

We were incorporated under the laws of the State of Nevada on February 27, 2003,
and maintain our head office and operations in Vancouver, British Columbia.     

We are  presently  using  office space  provided at no charge by our  President,
Thomas  E.  Mills.   When  we  have  sufficient   capital  we  intend  to  lease
approximately 500 to 1,000 square feet of office space in downtown  Vancouver to
use as our corporate head office.                                               

We currently have no employees.  Our officers will assume  employee  status upon
implementation  of  this  plan.  We  may  utilize  independent  contractors  and
consultants  from time to time to assist in developing,  producing and promoting
our motion pictures. Independent contractors are generally paid on a commission,
hourly or job-related basis, depending on the services being performed.         

THE MOTION PICTURE INDUSTRY                                                     

General                                                                         

The motion picture industry has experienced steady growth since the first silent
movie. In its most recent release, issued in 2003, for the year 2002, the Motion
Picture  Association  of America or MPAA,  which only  issues  U.S.  statistics,
reported  that box  office  receipts  in the United  States  grew over 95% since
1992's $4.87  billion to $9.52 billion in 2002.  This  represents an increase of
over 13% from $8.41 billion in 2001.  The number of admissions to movie theaters
in the United States was  approximately  1.64 billion in 2002, up  approximately
40% from 1.73 billion in 1992 and 10% from 1.49 billion in 2001.                

The motion picture industry in the United States has changed  substantially over
the last 30 years and continues to evolve  rapidly.  With the advent of network,
broadcasting  television alliances,  cable television and home video, the market
has  expanded  faster  than at any  other  time.  Movies  are being  bought  for
pay-television cable networks as well as for the traditional outlets of theaters
and network television. With the expansion of audience markets,  distribution is
no longer limited to the major  distributors and the broadest  possible audience
appeal. With this media expansion,  less general, more specific audiences can be
sought and profitably  exploited such as for science  fiction or horror films or
films geared to children or to women.                                           

Historically,  the major studios  financed,  produced and  distributed  the vast
majority of  American-made  motion  pictures.  Today,  much of the financing and
distribution of significant  motion pictures remains in the control of the major
studios.  But as many of the major  Hollywood  film  production  companies  have
become part of large  conglomerate  business  operations,  or diversified  their
operations,  they have  adopted a policy of producing  only a  relatively  small
number of films each year.  As demand for filmed  entertainment  has  increased,
many smaller,  independent  film  production  companies  have been  successfully
established to fill the excess demand for product.                              

Our business will involve the development and production of motion pictures. The
procedures  and  practices  described in the  following  generalized  discussion
relating  to the  motion  picture  industry  are  intended  only  to  provide  a
background against which the business of our company may be evaluated. There can

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be no assurance  that the  procedures  and practices  described in the following
generalized discussion will apply in any particular instance to our business.   

Production of Motion Pictures                                                   

During the film making process,  which takes  approximately 12 to 24 months from
the start of the  development  phase to theatrical  release,  a film  progresses
through  several  phases.  The four  stages of  motion  picture  production  are
development,  pre-production,  production and  post-production.  After the movie
producer  completes  that process,  the film is  distributed  and marketed.  The
following is a brief summary of each stage of production:                       

DEVELOPMENT.  In the  development  stage of a motion picture  project,  literary
material for the project is acquired,  either  through an option to acquire such
rights, or by engaging the writer to create original literary  material.  If the
literary  material is not in screenplay form, a writer must be engaged to create
a  screenplay.  The  screenplay  must be  sufficiently  detailed  to provide the
production company and others participating in the financing of a motion picture
with enough  information  to estimate the cost of producing the motion  picture.
Only a small  percentage of projects in development will become completed motion
pictures.                                                                       

PRE-PRODUCTION.  During the  pre-production  stage, the production company hires
creative personnel  including the principal cast members. It also uses this time
to establish  shooting  locations and  schedules.  The  production  company also
prepares  the  budget  and  secures  the  necessary  financing.   Pre-production
activities  are usually more expensive than the  development  process.  In cases
involving unique or desired talent,  commitments must be made to keep performers
available for the picture.                                                      

PRODUCTION. The production stage involves the process of principal photography -
the actual filming of a motion picture. During principal photography, almost all
of the film  footage is shot,  although  additional  scenes may be added  during
post-production.  This part of the  making  of a movie  together  with  creating
special  effects  is the most  costly  stage  of  producing  a  motion  picture.
Principal  photography  generally  takes from eight to twelve weeks to complete.
Bad weather at  locations,  the illness of a cast or crew member,  disputes with
local authorities or labor unions, a director's or producer's  decision to shoot
scenes  for  artistic  reasons,  and  other,  often  unpredictable,  events  can
seriously   delay  the  scheduled   completion  of  principal   photography  and
substantially  increase its costs.  If a motion  picture  reaches the production
stage, it usually will be completed.                                            

POST-PRODUCTION.  Following principal photography is the post-production  stage.
During  post-production,  the motion  picture  film is edited to its final form.
Music is added,  as is dialogue and special  effects.  Music and film action are
synchronized during this stage as the film is brought to its completed form. The
picture negative is then readied for the production of release prints. While the
post-production  stage  may  extend  for  any  period,  depending  upon  editing
difficulties  or the addition of new material,  on the average,  post-production
may take from approximately two to four months.  Most motion pictures that reach
the post-production stage are eventually completed and distributed.             

DISTRIBUTION OF MOTION PICTURES                                                 

One  of  the  most  important   aspects  of  the  motion  picture   industry  is
distribution.  Once a film is  produced,  it must be  distributed.  Distribution
consists of selling  domestic and  international  licenses  that entitle a third
party to exploit a motion  picture and its underlying  intellectual  property in
various markets and media.                                                      

Whether a major studio or an independent  production  company  produces a motion
picture,  arrangements  with various  distributors  must be developed.  The only

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distinction  between the  distribution  of major  studio  films and  independent
productions   is  that  studios  have  close  and   long-standing   distribution
arrangements  with  various  distributors  in  numerous  distribution  channels,
whereas independent production companies must develop distribution  arrangements
on a film-by-film basis.                                                        

Generally,  the local distributor will acquire  distribution rights for a motion
picture in one or more distribution channels from an independent  producer.  The
local  distributor will agree to advance the producer a  non-refundable  minimum
guarantee.  The local distributor will then generally receive a distribution fee
of between 20% and 35% of receipts, while the producer will receive a portion of
gross receipts in excess of the  distribution  fees,  distribution  expenses and
moneys retained by exhibitors.  The local  distributor and theatrical  exhibitor
generally will enter into an arrangement  providing for the exhibitor's  payment
to the  distributor  of a percentage  (generally  40% to 50%) of the  box-office
receipts for the  exhibition  period,  depending  upon the success of the motion
picture.                                                                        

Most of the  revenue  produced by a film is usually  generated  during the first
five years after the film's initial domestic theatrical release. Movies that are
commercially  successful may continue to generate revenue beyond five years from
the re-licensing of distribution rights in certain media,  including  television
and home video,  and from the licensing of  distribution  rights with respect to
new media and  technologies.  The timing of revenue  received  from the  various
sources  varies  from  film to film.  The  markets  for film  product  have been
undergoing  rapid  changes  due  to  technical  and  other  innovations.   As  a
consequence, the sources of revenue available have been changing rapidly and the
relative importance of the various markets as well as the timing of such revenue
have also changed and can be expected to continue to change.                    

Although  there  are  no  definitive  statistics  to  determine  the  number  of
productions  that are initiated  with the intention of theatrical  distribution,
according to the Internet Movie Database,  an Amazon.com  company  maintaining a
catalog of over 250,000  films made since the  beginning  of the motion  picture
industry, over 5,000 movies were completed in the year ending December 31, 2002.
Of those films,  according to the MPAA,  only 467 were released in theaters.  Of
those released in theaters,  281 films were not distributed by the major studios
(Walt Disney Company,  Sony Pictures  Entertainment,  Inc.,  Metro-Goldwyn-Mayer
Inc.,  Paramount  Pictures  Corporation,   Twentieth  Century  Fox  Film  Corp.,
Universal  Studios,  Inc., Warner Bros.) and their affiliates.  Furthermore,  of
those 281  films,  only a small  number  remained  in  theaters a period of time
comparable to that of the major studio releases.                                

The  following is a brief  summary of each of the sources of revenue from motion
pictures and the distinct  distribution  process associated with each. We expect
our movies to generate revenue from all of these sources.                       

THEATRICAL DISTRIBUTION                                                         

The distributor and theatrical exhibitor generally enter into license agreements
providing for the payment by the exhibitor to the distributor of a percentage of
box office receipts after  deducting the exhibitor's  overhead or a flat amount.
The percentage generally ranges from 35% to 60% and may change for each week the
film plays in a specific  theater,  depending on the motion picture's success at
the box office. The balance,  known as the gross film rental, is remitted to the
distributor. The distributor then retains a distribution fee from the gross film
rental and recovers the costs of distributing the film,  consisting primarily of
advertising,  marketing,  and  production  cost,  and the cost of  manufacturing
release  prints.  The balance,  if any,  after  recouping any advance or minimum
guarantee  previously paid is then paid to the producer based on a predetermined
split between the producer and distributor.                                     

THEATRICAL DISTRIBUTION-UNITED STATES                                           

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Recently,   United  States  theatrical  exhibition  has  generated  a  declining
percentage of the total income earned by most  pictures  largely  because of the
increasing  importance  of  cable  and pay  television,  home  video  and  other
ancillary  markets.  Nevertheless,  the total  revenue  generated  in the United
States  theatrical market is still increasing and is still likely to account for
a large percentage of revenue for a particular film. In addition, performance in
the United States theatrical market generally has a profound effect on the value
of the  picture  in other  media  and other  markets.  For a  picture's  initial
theatrical  release,  the United States theater  exhibitor will usually pay to a
distributor  a percentage of the box office  receipts  that is negotiated  based
upon the expected  appeal of the motion  picture.  The  percentage of box office
receipts  remitted to the  distributor is known as film rentals and  customarily
diminishes  during the course of the picture's  theatrical run.  Typically,  the
distributor's  share of total  box  office  receipts  over  the  entire  initial
theatrical  release  period will average  between 35% to 60%; the exhibitor will
retain the  remaining  40% to 65%. The  exhibitor  will also retain all receipts
from the sale of food and drinks at the theater. Occasionally, an exhibitor will
pay to the  distributor  a flat fee or  percentage  of the box  office  receipts
against a guaranteed amount.                                                    

THEATRICAL DISTRIBUTION-FOREIGN                                                 

While the value of the foreign  theater  market varies due to currency  exchange
rate  fluctuations  and  the  political  conditions  in the  world  or  specific
territories,  it  continues  to  provide a  significant  source of  revenue  for
theatrical  distribution.  Because this market is comprised of a multiplicity of
countries and, in some cases,  requires the making of foreign language versions,
the  distribution  pattern  stretches over a longer period of time than does the
United  States  theatrical  market.  Major  studios  usually  distribute  motion
pictures in foreign countries through local entities. Distribution fees to these
firms usually vary between 35% and 40% depending upon the territory or financial
arrangements.  These local entities generally will be either wholly owned by the
distributor,  a joint venture between the distributor and another motion picture
company,  or an independent agent or  sub-distributor.  These local entities may
also  distribute  motion  pictures  of other  producers,  including  some  major
studios.  Film  rental  agreements  with  foreign  exhibitors  take a number  of
different forms, but typically  provide for payment to a distributor for a fixed
percentage  of box office  receipts  or a flat  amount.  Risks  associated  with
foreign  distribution  include  fluctuations  in currency  values and government
restrictions  or quotas on the  percentage  of receipts  that may be paid to the
distributor,  the remittance of funds to the United States and the importance of
motion pictures to a foreign country.                                           

HOME VIDEO                                                                      

A motion  picture  typically  becomes  available for  videocassette  and digital
videodisk  or DVD  distribution  within  four to six  months  after its  initial
domestic theatrical release.  Home video distribution  consists of the promotion
and  sale of  videocassettes  and DVD to  local,  regional  and  national  video
retailers who rent or sell  cassettes and disks to consumers  primarily for home
viewing.  Most films are sold at a wholesale price to video rental stores, which
rent the cassettes and DVD to consumers.  Owners of films generally do not share
in rental income.  Following the initial  marketing  period,  selected films are
re-marketed at a wholesale  price for sale in cassette or DVD form to consumers.
These  "sell-through"  arrangements  are used most  often  with  films that will
appeal to a broad  marketplace or to children.  Some films are initially offered
at a price designed for sell-through rather than rental when it is believed that
the ownership  demand by consumers will result in a sufficient level of sales to
justify the reduced margin on each cassette or DVD sold.                        

The  home  video  market  in  the  Unites  States  and  abroad  has  experienced
substantial  growth in the past several years and film industry analysts predict
a period of continued  growth.  There are indications,  however,  that accessing
movies "on demand" on a pay-per-view  basis may be a viable alternative to video
rental as new technology is developed in the future. This development may impact

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video rentals but would likely be offset by comparable increases in pay-per-view
usage and profit  margins due to lower  distribution  costs and lower prices for
viewers plus the convenience of faster selection and at-home selection.         

Certain  foreign  territories in particular  have seen increased  utilization of
home video units due to the relative lack of diversified television programming.
Sales of videocassettes have increased in such markets in recent years. Although
growth in this area may slow because of an increase in television programming in
such  foreign  territories,  receipts  from home video in these  markets  can be
expected to continue to be significant. Home video arrangements in international
territories  are  similar  to  those in  domestic  territories  except  that the
wholesale prices may differ.                                                    

TELEVISION                                                                      

Television rights are generally licensed first to pay-per-view for an exhibition
period  within six to nine months  following  initial U.S.  theatrical  release.
Within twelve to fifteen months after the initial domestic  release,  the rights
are then licensed to pay  television,  then in certain cases to free  television
for an exhibition period, and then to pay television again. These films are then
syndicated to either independent stations or basic cable outlets.               

CABLE AND PAY TELEVISION                                                        

Pay  television  rights  include  rights  granted  the cable,  direct  broadcast
satellite,  pay-per-view  and  other  services  paid  for  by  subscribers.  Pay
television  companies have entered into output  contracts with one or more major
motion picture  production  companies on an exclusive or non-exclusive  basis to
insure  themselves a continuous supply of motion picture  programming.  Some pay
television  services  have  required  exclusivity  as a  precondition  for  such
contracts.  Pay-per-view  television  allows  subscribers  to pay for individual
programs, including recently released movies, on a per use basis. Pay television
allows cable television  subscribers to view such channels as HBO, Showtime, The
Movie  Channel,  Lifetime,  and A&E,  which are  offered by their  cable  system
operators for a monthly  subscription  fee. Since groups of motion  pictures are
typically  packaged and licensed for  exhibition on television  over a period of
time, revenue from these television  licensing "packages" may be received over a
period  that  extends  beyond five years from the  initial  domestic  theatrical
release of a particular film. Motion pictures are also packaged and licensed for
television broadcast in international markets.                                  

The pay television  market is characterized by a large number of sellers and few
buyers.  However,  the number of motion  pictures  utilized  by these  buyers is
extremely large and a great majority of motion pictures that receive  theatrical
exhibition in the United States are shown on pay television.                    

NETWORK TELEVISION                                                              

In the United States, broadcast network rights are granted to ABC, CBS, Fox, NBC
or other entities formed to distribute programming to a large group of stations.
The commercial  television networks in the United States license motion pictures
for a limited number of exhibitions  during a period that usually  commences two
to three years  after a motion  picture's  initial  theatrical  release.  During
recent years,  only a small  percentage of motion pictures have been licensed to
network  television,  and the fees paid for such motion  pictures have declined.
This decline is generally  attributed  to the growth of the pay  television  and
home video markets, and the ability of commercial television networks to produce
or acquire made-for-television motion pictures at a lower cost than license fees
previously paid for theatrical motion pictures.                                 

TELEVISION SYNDICATION                                                          

Distributors  also  license the right to  broadcast  a motion  picture on local,
commercial  television  stations  in the  United  States,  usually  for a period

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commencing  five years after initial  theatrical  release of the motion picture,
but earlier if the producer has not entered into a commercial television network
license. This activity, known as syndication,  has become an important source of
revenue  as  the  number  of,  and  competition  for  programming  among,  local
television stations has increased.                                              

FOREIGN TELEVISION SYNDICATION                                                  

Motion  pictures are now being  licensed in the foreign  television  market in a
manner  similar to that in the United States.  The number of foreign  television
stations as well as the modes of transmission  has been expanding  rapidly,  and
the value of such markets has been likewise  increasing  and should  continue to
increase.                                                                       

Producers may license motion pictures to foreign television  stations during the
same  period they  license  such motion  pictures  to  television  in the Unites
States.  Governmental  restrictions  and  the  timing  of  the  initial  foreign
theatrical  release of the motion pictures in a particular country may delay the
exhibition of a motion picture in that country.                                 

INTERNATIONAL MARKETS GROWTH AND TASTES                                         

Motion picture  distributors  and producers  derive  revenue from  international
markets in the same media as domestic markets. The growth of foreign revenue has
been dramatic,  and now accounts for more than half of the total revenue of many
films.  The increase in revenue is currently  being  driven  primarily  from the
growth of  television  abroad.  The increase in foreign  television  viewers and
foreign  revenue is likely to continue.  Although the increased level of foreign
viewers  affects the revenue of most films,  the effect is not  uniform.  Action
films and films with major stars  benefit most from foreign  revenue as compared
to films with uniquely American themes with unknown actors.                     

NON-THEATRICAL AND OTHER RIGHTS                                                 

Films may be licensed for use by airlines, schools, public libraries,  community
groups,  the  military,  correctional  facilities,  cruise ships and others.  In
addition,  rights  may be  licensed  to  merchandisers  for the  manufacture  of
products  related to a film,  such as video games,  toys,  posters,  apparel and
other  merchandise.  Rights may also be  licensed  for  sequels  to a film,  for
television programming based on a film or for related book publications.        

INDEPENDENT FILM PRODUCTION AND DISTRIBUTION                                    

The  film  production  process,  including  development,   pre-production,   and
production,  for independent  production  companies not backed by major studios,
such  as  ours,  and  the  major  studios  is  essentially  the  same.  However,
independent  producers  typically create motion pictures at substantially  lower
average  production  costs  than major  studios.  According  to the MPAA,  major
studios  typically  release films with direct  production costs ranging from $25
million to in excess of $100 million,  and from 1990 to 2000, the major studios'
average production costs, including overhead and capitalized interest,  commonly
referred to as  "negative  cost,"  have  increased  from $26.8  million to $54.8
million.  According to industry studies by Paul Kagan  Associates,  the trend on
the part of major studios toward  wider-release  blockbusters  over the past ten
years has led to a decline  in  profitability,  while the  efficiency,  which is
measured by Paul Kagan  Associates  as the ratio of a film's  estimated  revenue
against negative and releasing  costs,  and quality of smaller  production films
have been on the rise.                                                          

Generally,  independent production companies do not have access to the extensive
capital required to make big budget motion pictures,  such as the  "blockbuster"
product  produced  by the  major  studios.  They  also do not have  the  capital
necessary to maintain the substantial  overhead that is typical of such studios'
operations.  Independent  producers target their product at specialized  markets

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and usually  produce  motion  pictures  with  budgets of less than $25  million.
Generally,  independent  producers do not maintain  significant  infrastructure.
They instead hire only  creative and other  production  personnel and retain the
other elements required for development, pre- production,  principal photography
and post-production  activities on a project-by-project basis. Also, independent
production  companies  typically  finance their production  activities from bank
loans,  pre-sales,  equity offerings,  co-productions  and joint ventures rather
than out of  operating  cash  flow.  They  generally  complete  financing  of an
independent  motion picture prior to  commencement  of principal  photography to
minimize risk of loss.                                                          

CANADA'S ROLE IN THE MOTION PICTURE INDUSTRY                                    

Canada                                                                          

Over the past several  years,  the Canadian film industry has grown and matured,
and at present,  it represents  approximately  a CDN$3 billion  annual  business
(source:  PriceWaterhouseCoopers,  L.L.P.,  The  Film  &  Television  Production
Industry:  A Study For The District of North  Vancouver,  May 2000). At the same
time as the Canadian domestic industry has matured,  Canada has become a leading
location for internationally  originated  productions.  Over the past few years,
U.S. studios,  television networks and cable services have increasingly produced
in Canada,  attracted by the low Canadian  dollar,  first-class  Canadian casts,
crews,  locations and facilities and government  support for the industry.  U.S.
companies with a strong presence in Canada include major U.S.  studios,  such as
Paramount,  The Walt Disney Company,  Universal  Pictures and Columbia Tri-Star;
U.S.  networks,  such as ABC, NBC, CBS, Fox and PAXTV;  cable services,  such as
Showtime,  TNT, Disney Channel and HBO; and film  companies,  such as The Hearst
Corporation and Saban Entertainment, Inc.                                       

European and Asian film  companies  have also found  Canada to be an  attractive
location and have often been able to access Canada's numerous international film
and  television  co-production  treaties.  Of Canada's ten  provinces  and three
territories,  the  provinces  of British  Columbia,  Ontario and Quebec are most
actively  involved in the television and motion picture  production  industries,
and many other provinces are actively soliciting this business.                 

The Province of British Columbia                                                

The Province of British Columbia is the third largest film production  center in
North  America - behind  Los  Angeles  and New York.  According  to the  British
Columbia  Film  Commission,  more than 200  productions  were  filmed in British
Columbia in 2001, 40 of them being feature films having an aggregate  production
budget  of  more  than  CDN$750  million.  British  Columbia  has  more  than 70
post-production  facilities,  50 shooting stages and two water tank  facilities.
Lions Gate  Studios and  Vancouver  Film Studios are two of the largest film and
television studio facilities in Canada. The Bridge Studios,  located in Burnaby,
has one of the largest special effects stages in North America.                 

Some of the major  motion  pictures  filmed in British  Columbia in recent years
include:  Along Came A Spider,  Antitrust,  Ecks vs.  Sever,  Dreamcatcher,  Get
Carter,  Insomnia,  I Spy,  Legends of the Fall,  Mission to Mars,  The  Pledge,
Reindeer Games, Romeo Must Die, Rumble in the Bronx, Saving Silverman, The Sweet
Hereafter, 13th Warrior, 3000 Miles to Graceland, and X-Men 2.                  

Government Financing Initiatives                                                

CANADIAN GOVERNMENT FINANCIAL SUPPORT                                           

The  Canadian  Film  Development  Corporation,  also known as  Telefilm  Canada,
provides financial  assistance in the form of equity investments,  interest free
and low interest  loans,  development and interim  financing.  Canadian film and
television  productions that have significant  Canadian  creative,  artistic and

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technical content and that meet certain published criteria qualify for financial
assistance.  Telefilm  Canada's  provincial  counterparts  in  Quebec,  Ontario,
Manitoba,  Saskatchewan,  British  Columbia,  New Brunswick and Nova Scotia also
provide financial support to qualifying Canadian content  productions.  In 1996,
the Canadian  federal  government  established  the Canada  Television and Cable
Production  Fund  (now  operating  as  the  CTF),  a  government-cable  industry
partnership that combined the former Cable Production  Fund,  Telefilm  Canada's
Canadian Broadcast Program  Development Fund and a CDN$100 million  contribution
from the  Department  of  Canadian  Heritage  to form an  approximately  CDN$200
million per year television funding initiative.                                 

BRITISH COLUMBIA GOVERNMENT FINANCIAL SUPPORT                                   

The Province of British  Columbia  provides two  financing  initiatives  for the
development and production of motion pictures through British Columbia Film. The
first initiative,  the Development Fund provides  development funding to feature
films,  dramatic or animated  television  projects  or  documentaries  that have
secured recent  development  commitments  from a broadcaster or  distributor.  A
non-recoupable  advance,  matching a percentage of the broadcast or distribution
commitment, to a maximum of CDN$30,000 for each project is available. The second
financing  initiative,   the  Feature  Film  Production  Fund,  provides  up  to
CDN$250,000  for  the  production  of  each  selected  fictional,   animated  or
documentary feature-length film projects.                                       

Tax Credits.                                                                    

The Canadian  federal  government  provides a refundable tax credit for eligible
Canadian-content  film or video productions  produced by qualified  corporations
having a permanent  establishment in Canada.  The Canadian federal tax credit is
for a maximum  amount of 25% of eligible  production  costs.  In addition to the
federal  Canadian-content  tax credits,  most provinces  provide  additional tax
credit programs, ranging from 9.6% to 22.5%. In British Columbia, the tax credit
is 20% to 35.5%, depending on location and training provided.                   

The Canadian federal  government  "production  services" tax credit for eligible
film and television  productions  produced in Canada, but which do not otherwise
qualify  as  Canadian  content  is equal  to 16% of  qualifying  Canadian  labor
expenditures.  Assuming that Canadian  labor  expenditures  generally  represent
approximately  50%  of  the  total  production   budget,  the  Canadian  federal
production  services tax credit will net  applicants  approximately  8% of total
production  costs. Most provincial  governments have also introduced  refundable
production  services tax credit programs at a rate ranging from 5.5% to 17.5% of
eligible  production  costs. In British  Columbia,  the tax credit is 11% to 17%
depending on location.                                                          

Co-Production Treaties.                                                         

Canada is a party to film and/or television  co-production treaties with over 50
countries,  which enables co-productions to qualify as local content and thus be
eligible for government assistance and financing in more than one country, which
reduces the cost of production.  The most active  relationship has traditionally
been with France,  but recently the United  Kingdom has become a close second in
volume of production.                                                           

OUR BUSINESS                                                                    

We are  committed to the  development  and  production of  commercially  salable
feature-length  motion pictures that can be produced for up to $10 million,  but
which have enduring value in all media. We anticipate not only acquiring  rights
and  producing  motion  pictures  but  also   capitalizing  on  other  marketing
opportunities  associated  with  these  properties.  We  intend to  exploit  all
available rights in each film,  including the publishing and promotion of music,

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the  incorporation  of original  songs on the sound track for  subsequent use in
promotion,  sound track albums and  story-telling  records and the  licensing of
merchandising rights.                                                           

We do not have sufficient capital to independently  finance our own productions.
Accordingly,  most of our  financial  resources  will be  devoted  to  financing
development  activities,  which  include the  acquisition  of  screenplays,  and
underlying  literary  works (such as books and plays).  The ability to create or
identify and develop  commercially viable properties that can be produced by our
company will be important  for the success of our  company.  In that regard,  we
believe  that a key element to our success  will be the  reputations  of Messrs.
Mills and  Thomas  in the  Vancouver  film  community  and  their  access to and
relationships with creative talent including actors, writers and directors.     

We plan to employ a flexible  strategy in  developing  and  producing our motion
picture and film properties. We will use our own capital and financial resources
to develop a project to the point where it is ready to go into  production.  For
each  motion  picture,  we will  assemble a business  plan for  presentation  to
prospective  investors and financiers,  consisting of the screenplay,  a budget,
shooting  schedule,  production board and the commitment by a recognizable actor
or director.                                                                    

We believe  that we should be able to secure  recognizable  talent  based on the
attractiveness  of the screenplay but we may also offer, as an added  incentive,
grants of our stock or  options to acquire  our stock.  We will then  secure the
financing  to produce  the movie and make it  available  for  distribution.  The
financing  may come  from,  for  example,  the  Canadian  and  British  Columbia
governments, financial institutions, lenders with profit participation, advances
from distribution companies, accredited investors or a combination of sources.  

The benefit of developing a project to this advanced  stage is that we will have
maximum   leverage  in  negotiating   production  and  financing   arrangements.
Nevertheless,  there  may be  situations  when  we may  benefit  from  financial
assistance at an earlier stage.  These occasions may be necessary as a result of
lengthy  development  of a  screenplay,  the  desirability  of  commissioning  a
screenplay by a highly paid writer,  the acquisition of an expensive  underlying
work, or a significant financial commitment to a director or star.              

It is common for motion picture producers to grant contractual rights to actors,
directors, screenwriters, and other creative and financial contributors to share
in  revenue  or net  profits  from  the  motion  picture.  Except  for the  most
sought-after talent, these third-party participants are generally paid after all
distribution  fees,  marketing  expenses,  direct production costs and financing
costs are recouped in full. We plan to be flexible in  compensating  talent.  We
are not  averse to  entering  into  profit  sharing  arrangements.  We will also
consider the use of our  securities to reward the actors and other  participants
in a successful motion picture.                                                 

Motion  picture  revenue is derived  from the  worldwide  licensing  of a motion
picture to several distinct  markets,  each having its own distribution  network
and  potential  for profit.  The  selection of the  distributor  for each of our
feature films will depend upon a number of factors.  Our most basic criterion is
whether the distributor has the ability to secure bookings for the exhibition of
the film on  satisfactory  terms.  We will  consider  whether,  when and in what
amount the  distributor  will make  advances  to us. We will also  consider  the
amount and  manner of  computing  distribution  fees and the extent to which the
distributor   will  guarantee   certain  print,   advertising   and  promotional
expenditures.  We will not attempt to obtain  financing for the  production of a
particular film unless we believe that adequate  distribution  arrangements  for
the film can be made.                                                           

No  assurance  can be  given  that  our  feature  films,  if  produced,  will be
distributed  and, if distributed,  will return our initial  investment or make a
profit. To achieve the goal of producing profitable feature films, we plan to be
extremely  selective  in our choice of literary  properties  and exercise a high

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degree of control over the cost of production. Although we plan to produce films
that will generate substantial box office receipts, we will produce our films in
a fiscally  conservative  manner.  We believe  that it is possible for a feature
film to return the initial  investment and show a profit based on an average box
office run, with residuals from the sale of ancillary rights adding to cash flow
in future  years.  By keeping  strict  control of our costs,  we will strive for
consistent and profitable returns on our investment.                            

Feature Film Production                                                         

Feature film production  does not require the ownership of expensive  equipment.
All the  necessary  equipment  needed  to  engage  in every  aspect  of the film
production  process  can be rented  or  borrowed  for the  period in which it is
needed. This is standard operating procedure for all production companies within
the  industry  and we plan to follow this  procedure  in our  productions.  Such
rentals and temporary  equipment are accounted for in the budget of each film in
what are  called the "below  the line"  costs that are  directly  charged to the
production  or the cost of  "manufacturing"  the film.  We plan to rent whatever
equipment is needed for the shortest period of time and to coordinate its use to
avoid idle time.                                                                

Essential  to our success  will be the  production  of high  quality  films with
budgets up to $10 million that have the potential to be profitable.  We will not
engage in the production of X-rated  material.  We plan to make motion  pictures
that appeal to the tastes of the vast majority of the  movie-going  public.  Our
films will be cast into a wide range of genres.  All movies that may be produced
will be suitable for  domestic  and  international  theatrical  exhibition,  pay
cable,  network  and  syndicated  television,  as  well as all  other  ancillary
markets.                                                                        

The low budgets,  within which we intend to operate, will serve the dual purpose
of being low enough to limit our downside  exposure and high enough to pay for a
feature  film with  accomplished  actors or  directors  that appeal to the major
markets.  The market  pull of the talent to be used must  justify  their fees by
helping to attract  advances.  Our budgets  must remain  small  enough so that a
large  percentage  of our  capital  is not put at risk.  We  intend  to  produce
projects with built-in  break-even levels that can be reached with ancillary and
foreign  distribution  revenue.  If the movie  crosses-over into a wide national
distribution  release,  we can  potentially  generate a large profit because our
share is not limited as with ancillary and foreign revenue.                     

In order to produce  quality motion pictures for relatively  modest budgets,  we
will seek to avoid the high  operating  expenses  that are typical of major U.S.
studio  productions.  We do not plan on  having  high  overhead  caused by large
staffs,  interest  charges,  substantial  fixed assets,  and the investment in a
large number of projects never produced.  Central to our plan for reducing costs
will be the production of our motion  pictures in Vancouver,  British  Columbia,
Canada.  Vancouver  provides an ample  talent  base,  a wide range of  auxiliary
services such as post production facilities, sound stages and animation studios,
and an extremely  diverse selection of filming  locations.  This, in conjunction
with an extremely  favorable  exchange  rate and  competitive  wage rates,  will
enable us to  produce  motion  pictures  for far lower  production  costs than a
similar quality production in the United States.  Additionally,  we believe that
by  maintaining  a  smaller,   more  flexible   staff  with  fewer   established
organizational  restrictions  we can further  reduce costs  through  better time
management than is possible in a major studio production.                       

We also  plan to  enter  into  co-productions  with  experienced  and  qualified
production companies in order to become a consistent supplier of motion pictures
to distributors in the world markets. With dependable and consistent delivery of
product to these  markets,  we believe  that  distribution  arrangements  can be
structured which will be equivalent to the  arrangements  made by major studios.
If we enter into a  co-production  we do not want to  relinquish  control of the
project,  so we  intend  to  provide  up to  50% of the  funds  required  by the
production. We may obtain our portion of the production costs from third parties
in the form of debt financing,  profit participation or government financing. We
can give no  assurance  that we will be able to secure  such  financing,  and as

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such,  we may be  required  to  relinquish  control of the  project.  If we lose
control  of the  project  then  we  will  likely  be  unable  to  influence  the
production, sale, distribution or licensing of the film.                        

Primary  responsibility  for the overall  planning,  financing and production of
each motion picture will rest with our officers. For each motion picture we will
employ an  independent  film director who will be  responsible  for, or involved
with,  many of the  creative  elements,  such  as  direction,  photography,  and
editing.  All  decisions  will be  subject  to  budgetary  restrictions  and our
business  control,  although  we will permit an  independent  director to retain
reasonable  artistic  control of the  project,  consistent  with its  completion
within strict budget guidelines and the commercial requirements of the picture. 

Financing Strategy                                                              

We will not be able to produce a feature  film on our own with the  proceeds  of
this offering without  additional  outside financing and the deferral of certain
production  costs.  Wherever  possible we will attempt to make arrangements with
providers  of goods and  services  to defer  payment  until a later stage in the
production and financing  cycle.  Once a film package has been assembled,  there
are various  methods to obtain the funds needed to complete the  production of a
movie.  Examples of financing  alternatives include the assignment of our rights
in a film to a joint  venture  or a  co-producer.  Also,  we may form a  limited
liability  company or  partnership  where we will be the managing  member or the
general  partner.  In  addition  we may obtain  favorable  pre-release  sales or
pre-licensing  commitments from various  end-users such as independent  domestic
distributors,  foreign  distributors,  cable networks,  and video  distributors.
These  various  techniques,  which are  commonly  used in the  industry,  can be
combined to finance a project without a major studio financial commitment.      

By virtue of our location in British Columbia,  Canada, we may be able to obtain
financial  support from Telefilm Canada and British  Columbia Film. By operating
in British Columbia and maintaining a permanent  establishment in Vancouver,  we
expect  to be able to borrow  against  tax  credits  obtained  through  Canadian
federal and provincial  production services tax credits.  These tax credits will
enable to us to recover 27% to 33% of eligible  labor  costs,  or  approximately
13.5% to 16.5% of our total  production  budget.  Canadian  banks commonly allow
producers to borrow against such tax credits in producing motion  pictures.  Our
location  in Canada may also  allow us to access  foreign  government  financing
through international co-productions with treaty countries.                     

We may use any one or a combination of these or other  techniques to finance our
films.  We  anticipate  that any  financing  method  will  permit us to maintain
control over the  production.  There can be no assurance that we will be able to
successfully  arrange  for such  additional  financing  and to the extent we are
unsuccessful, our production activities may be adversely affected.              

As part of our  financing  strategy,  we may use  some of the  proceeds  of this
offering that is allocated to movie  production to be used as an advance payment
to secure the  services of a star actor.  This will assure the actor's  services
and will assist us in obtaining financing to produce the movie.                 

Distribution Arrangements                                                       

Effective  distribution  is critical to the economic  success of a feature film,
particularly when made by an independent  production company. We have not as yet
negotiated agreements for the distribution of our films.                        

We  intend  to  release  our  films  in  the  United  States  through   existing
distribution companies,  primarily independent distributors.  We will retain the
right for  ourselves  to  market  the  films on a  territory-by-territory  basis

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throughout  the rest of the  world  and to  market  television  and  other  uses
separately.  In many instances,  depending upon the nature of distribution terms
available,  it may be  advantageous  or  necessary  for us to  license  all,  or
substantially all, distribution rights through one major distributor.           

It is not possible to predict,  with certainty,  the nature of the  distribution
arrangements, if any, which we may secure for our motion pictures.              

To the extent that we engage in foreign  distribution  of our films,  we will be
subject to all of the additional risks of doing business abroad  including,  but
not limited to, government censorship, currency fluctuations, exchange controls,
greater risk of "piracy" copying, and licensing or qualification fees.          

Competition                                                                     

The motion picture  industry is intensely  competitive.  Competition  comes from
companies  within the same business and companies in other  entertainment  media
that  create  alternative  forms  of  leisure  entertainment.  The  industry  is
currently evolving such that certain multinational multimedia firms will be able
to dominate  because of their control over key film,  magazine,  and  television
content,  as well as key network and cable  outlets.  These  organizations  have
numerous  competitive  advantages,  such as the ability to acquire financing for
their  projects  and to make  favorable  arrangements  for the  distribution  of
completed films.                                                                

We will be  competing  with the major  film  studios  that  dominate  the motion
picture   industry.   Some  of  these  firms  we  compete  with  include:   News
Corporation's  Twentieth  Century Fox; AOL Time Warner's Warner Bros.  including
Turner,  New Line  Cinema  and Castle  Rock  Entertainment;  Viacom's  Paramount
Pictures;  Vivendi  Universal's  Universal  Studios;  Sony Corp.'s Sony Pictures
including  Columbia and TriStar;  Walt Disney Company's Buena Vista,  Touchstone
and Miramax and Metro-Goldwyn-Mayer  including MGM Pictures, UA Pictures,  Orion
and Goldwyn.  We will also  compete with  numerous  independent  motion  picture
production companies,  television networks,  and pay television systems, for the
acquisition  of  literary  properties,   the  services  of  performing  artists,
directors, producers, and other creative and technical personnel, and production
financing.  Nearly all of the firms we will  compete with are  organizations  of
substantially larger size and capacity, with far greater financial and personnel
resources  and longer  operating  histories,  and may be better  able to acquire
properties,  personnel and financing, and enter into more favorable distribution
agreements.  In addition,  our films will compete for audience  acceptance  with
motion pictures produced and distributed by other companies. Our success will be
dependent on public taste,  which is both unpredictable and susceptible to rapid
change.                                                                         

As an  independent  film  production  company,  we most likely will not have the
backing  of  a  major  studio  for  production  and  distribution  support;  and
consequently,  we may not be able to complete a motion picture, and if we do, we
may not be able to make arrangements for exhibition in theaters.  Our success in
theaters may determine our success in other media markets.                      

In order to be competitive,  we intend to create  independent motion pictures of
aesthetic and narrative quality comparable to the major film studios that appeal
to a wide  range of public  taste  both in the  United  States  and  abroad.  By
producing  our films in Canada we believe that we will be able to  significantly
reduce  production  costs,  and  thereby  offer  our  films to  distributors  at
extremely  competitive  pricing.  We  plan to be very  selective  when  choosing
literary  properties  to  develop.  We  plan  to  produce  our  motion  pictures
efficiently, by employing talented and established professionals with experience
in the  industry.  Also,  we plan on  exploiting  all  methods  of  distribution
available to motion pictures.                                                   

Intellectual Property Rights                                                    

Rights to motion pictures are granted legal  protection under the copyright laws
of the United States and most foreign  countries,  including Canada.  These laws

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provide  substantial civil and criminal  penalties for unauthorized  duplication
and  exhibition  of motion  pictures.  Motion  pictures,  musical  works,  sound
recordings,  artwork,  and still photography are separately subject to copyright
under most copyright laws. We plan to take  appropriate and reasonable  measures
to secure,  protect,  and maintain copyright  protection for all of our pictures
under the laws of the  applicable  jurisdictions.  Motion  picture  piracy is an
industry-wide  problem. Our industry trade association provides a piracy hotline
and  investigates  all piracy reports.  The results of such  investigations  may
warrant legal action, by the owner of the rights, and, depending on the scope of
the piracy,  investigation  by the Federal  Bureau of  Investigation  and/or the
Royal Canadian Mounted Police with the possibility of criminal prosecution.     

Under the copyright laws of Canada and the United States,  copyright in a motion
picture is automatically secured when the work is created and "fixed" in a copy.
We intend to register our films for copyright  with both the Canadian  Copyright
Office and the United States Copyright Office. Both offices will register claims
to copyright and issue  certificates of registration but neither will "grant" or
"issue" copyrights.  Only the expression (camera work,  dialogue,  sounds, etc.)
fixed in a motion picture can be protected  under  copyright.  Copyright in both
Canada and the United States does not cover the idea or concept  behind the work
or any  characters  portrayed  in the work.  Registration  with the  appropriate
office establishes a public record of the copyright claim.                      

To register a motion  picture with the Canadian  Copyright  Office or the United
States  Copyright  Office, a signed  application;  a complete copy of the motion
picture being  registered;  a written  description of the contents of the motion
picture;  and a filing fee must be sent to each respective  office.  A copyright
registration  is  effective  on the date the office  receives  all the  required
elements in acceptable form.                                                    

Ordinarily,  a number of individuals  contribute authorship to a motion picture,
including the writer, director,  producer, camera operator,  editor, and others.
Under the laws of both Canada and the United States,  these  individuals are not
always considered the "authors," however, because a motion picture is frequently
a "work made for hire." In the case of a work made for hire,  the employer,  not
the  individuals  who actually  created the work, is  considered  the author for
copyright  purposes.  We intend  all of our  films to be works  made for hire in
which we will be the authors and thereby own the copyright to our films.        

Canada's  copyright  law is  distinguished  from  that of the  United  States by
recognizing  the moral  rights of authors.  Moral  rights refer to the rights of
authors to have their names  associated  with their  work,  and the right to not
have  their  work  distorted,  mutilated  or  otherwise  modified,  or  used  in
association  with a  product,  service,  cause or  institution  in a way that is
prejudicial  to their  honor  or  reputation.  Moral  rights  cannot  be sold or
transferred,  but  they can be  waived.  We  intend  that  all  individuals  who
contribute  to the  creation of any of our motion  pictures  will be required to
waive any such moral rights that they may have in the motion picture.           

For copyright purposes,  publication of a motion picture takes place when one or
more copies are distributed to the public by sale, rental,  lease or lending, or
when  an  offering  is  made  to  distribute   copies  to  a  group  of  persons
(wholesalers,  retailers,  broadcasters,  motion picture  distributors,  and the
like) for purposes of further distribution or public performance. A work that is
created (fixed in tangible form for the first time) on or after January 1, 1978,
is  automatically  protected  from the moment of its creation and is  ordinarily
given a term  enduring for the author's  life plus an  additional 70 years after
the author's  death.  For works made for hire, the duration of copyright will be
95 years from publication or 120 years from creation, whichever is shorter.     

Although we plan to copyright all of our film properties and projects,  there is
no practical protection from films being copied by others without payment to our
company,  especially overseas. We may lose an indeterminate amount of revenue as
a  result  of  motion  picture  piracy.  Being a  small  company,  with  limited
resources,  it will be  difficult,  if not  impossible,  to pursue  our  various
remedies.                                                                       

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Motion picture piracy is an international as well as a domestic  problem.  It is
extensive  in many  parts  of the  world.  In  addition  to the  Motion  Picture
Association of America, the Motion Picture Export Association, the American Film
Marketing  Association,  and the American  Film Export  Association  monitor the
progress and efforts made by various  countries to limit or prevent  piracy.  In
the past, these various trade  associations have enacted voluntary  embargoes of
motion picture exports to certain countries in order to pressure the governments
of those  countries  to become more  aggressive  in  preventing  motion  picture
piracy.  The United States  government has publicly  considered  trade sanctions
against  specific  countries  that  do not  prevent  copyright  infringement  of
American  motion  pictures.  There can be no assurance that  voluntary  industry
embargoes  or United  States  government  trade  sanctions  will be enacted.  If
enacted,  such  actions  may  impact  the  revenue  that  we  realize  from  the
international  exploitation of our motion  pictures.  If not enacted or if other
measures are not taken, the motion picture  industry,  including us, may lose an
indeterminate amount of revenue as a result of motion picture piracy.           

Censorship                                                                      

An  industry  trade  association,  the Motion  Picture  Association  of America,
assigns ratings for age group suitability for domestic  theatrical  distribution
of motion pictures under the auspices of its Code and Rating Administration. The
film   distributor   generally   submits   its  film  to  the  Code  and  Rating
Administration  for a rating.  We plan to follow the practice of submitting  our
pictures for ratings.                                                           

Television  networks and  stations in the United  States as well as some foreign
governments  may  impose  additional  restrictions  on the  content  of a motion
picture that may wholly or partially  restrict  exhibition on television or in a
particular territory.                                                           

We will not engage in the production of X-rated material. We plan to make motion
pictures  that  appeal to the  tastes of the vast  majority  of the  movie-going
public.  We plan to produce  our motion  pictures  so there will be no  material
restrictions on exhibition in any major market or media. This policy may require
production  of "cover" shots or different  photography  and recording of certain
scenes for insertion in versions of a motion picture  exhibited on television or
theatrically in certain territories.                                            

There can be no assurance that current and future restrictions on the content of
our films may not limit or affect our ability to exhibit our pictures in certain
territories and media.                                                          

Theatrical  distribution of motion  pictures,  in a number of states and certain
jurisdictions,  is subject to provisions of trade  practice laws passed in those
jurisdictions.  These laws  generally  seek to eliminate  the practice  known as
"blind  bidding" and prohibit the licensing of films unless  theater  owners are
invited to attend screenings of the film first. In certain instances, these laws
also  prohibit  payment of  advances  and  guarantees  to film  distributors  by
exhibitors.                                                                     

Labor Laws                                                                      

We are aware that the cost of producing and  distributing  filmed  entertainment
has increased substantially in recent years. This is due, among other things, to
the increasing  demands of creative talent as well as  industry-wide  collective
bargaining agreements. Many of the screenplay writers, performers, directors and
technical  personnel in the  entertainment  industry who will be involved in our
productions  are members are guilds or unions that  bargain  collectively  on an
industry-wide  basis.  We have found that  actions by these guilds or unions can
result in increased costs of production and can occasionally  disrupt production
operations.  If we are unable to operate  or  produce a motion  picture,  it may
substantially harm our ability to earn revenue.                                 

We will use  non-unionized  talent  whenever  possible  to  reduce  our costs of
production.  Notwithstanding,  many individuals associated with our productions,

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including  actors,  writers and directors,  will be members of guilds or unions,
which bargain collectively with producers on an industry-wide basis from time to
time. Our operations  will be dependent upon our compliance  with the provisions
of collective  bargaining  agreements governing  relationships with these guilds
and unions.  Strikes or other work  stoppages  by members of these  unions could
delay or disrupt our activities. The extent to which the existence of collective
bargaining agreements may affect us in the future is not currently determinable.

 DESCRIPTION OF PROPERTY

We are  presently  using  office space  provided at no charge by our  President,
Thomas E. Mills. We will need to lease  approximately  500-1,000  square feet of
office space at another  location in downtown  Vancouver to use as the corporate
head office at a rental rate of approximately $6,000 to $18,000 per year.       

 LEGAL PROCEEDINGS

Neither AMP  Productions,  Ltd., nor any of its officers or directors is a party
to any  material  legal  proceeding  or  litigation  and such persons know of no
material legal proceeding or contemplated or threatened litigation. There are no
judgments  against AMP Productions,  Ltd. or its officers or directors.  None of
the our officers or  directors  have been  convicted of a felony or  misdemeanor
relating to securities or performance in corporate office.                      

DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

The  following  sets forth our  directors,  executive  officers,  promoters  and
control persons,  their ages, and all offices and positions held.  Directors are
elected for a period of one year and thereafter  serve until their  successor is
duly elected by the shareholders. Officers and other employees serve at the will
of the Board of Directors.                                                      

                                                                [Download Table]

                                                                         
                                                    Term Period Served as
             Name            Position          Age  Director/Officer     
             ----            --------          ---  ----------------     

Thomas E. Mills    President, Treasurer,        35  03/03/03 to present  
                   Director                                              

Fidel Thomas       Vice-President, Secretary,   40  03/03/03 to present  
                   Director                                              


Thomas E. Mills serves as our  President and  Treasurer.  Mr. Mills is a lawyer,
practicing in British  Columbia,  Canada,  who has a wide range of experience in
the  fields  of  entertainment  law,  securities,  commercial  transactions  and
e-commerce. After being called to the Bar of British Columbia in 1997, Mr. Mills
began  practicing  as an  associate  with  Danks &  Company,  a law firm  with a
practice limited to the entertainment  industry. His experience while with Danks
&  Company  was  primarily  in  the  areas  of  film  production,   finance  and
intellectual property. In 1998, Mr. Mills moved to the law firm of McRae, Holmes
& King to practice in the area of commercial  litigation,  as an associate.  Mr.
Mills left McRae,  Holmes & King in 2000, to take a position as in-house counsel
for Healthnet International,  Inc., a Colorado corporation with a head office in
Vancouver, British Columbia having its shares quoted on the NASD OTC:BB (trading
symbol  HLNT).  Healthnet was in the business of providing  turn-key  e-commerce
solutions primarily to the health and nutraceutical industry.  While working for
Healthnet,  Mr.  Mills was  responsible  for  commercial  agreements,  corporate
governance, and compliance with securities regulations.  In 2001, Mr. Mills took
the  position of  President of Scarab  Systems,  Inc.,  a privately  held Nevada
corporation  in the business of providing  electronic  payment  solutions to the
e-commerce sector. In July 2002, Scarab Systems, Inc. was acquired by iRV, Inc.,

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a Colorado  corporation  having its shares  quoted on the NASD  OTC:BB  (trading
symbol:  IRVV), in a reverse takeover.  Under the terms of the acquisition,  Mr.
Mills became and remains  President and chief executive  officer of iRV, Inc. On
March 24, 2003,  iRV, Inc.  changed its name to Scarab  Systems,  Inc. Mr. Mills
presently  devotes 10 hours a week to Scarab  System,  Inc. He has  maintained a
part-time  legal practice since 2000, to which he devotes not more than 25 hours
per week.  Mr. Mills received his Bachelor of Laws degree from the University of
British  Columbia in 1996, and holds a Bachelor of Arts degree obtained from the
University of Waterloo, Waterloo, Ontario in 1992.                              

Fidel Thomas serves as our  Vice-President  and  Secretary.  Mr. Thomas has been
involved in the film business for more than twelve years.  His career started in
the United Kingdom with an independent film company,  Time and Vision.  There he
served as head of  development  and was  involved  in all areas of the  creative
process in  independent  film  production.  In 1994,  Mr.  Thomas was  offered a
position at Johnson Family Films, where he took on a producers role. In 1996, he
was an integral  part of the  critically  acclaimed  feature "The Mexican  Stand
Off," which was sold to six  territories  in Europe.  In 1998 Mr.  Thomas formed
Inner Vision Images Motion Picture  Corp.,  a consulting  group that advises the
independent film community on film  production,  finance and  distribution.  Mr.
Thomas has been the President,  Chief Executive  Officer and a director of Inner
Vision Images Motion Picture Corp.  since 1998. Mr. Thomas  obtained a degree in
sociology  at the  University  of East  London,  U.K.,  a degree  in fine art at
Kingsway  University  Central London,  and a diploma in media  practice/advanced
screen writing at the Birkbeck College for extramural studies U.K.              

EXECUTIVE COMPENSATION

To date we have no employees other than our officers.  No compensation  has been
awarded,  earned or paid to our officers.  We have no employment agreements with
any  of our  officers.  We do  not  contemplate  entering  into  any  employment
agreements until such time as we earn revenue.                                  

There is no  arrangement  pursuant  to which any  director of AMP has been or is
compensated for services provided as a director of AMP.                         

There are no stock option plans,  retirement,  pension,  or profit sharing plans
for the  benefit of our  officers  or  directors.  We do not have any  long-term
incentive  plans that provide  compensation  intended to serve as incentive  for
performance.                                                                    

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

We have issued common stock to the following officers, directors,  promoters and
beneficial owners of more than 5% of our outstanding securities.                

                                                                [Download Table]

                                                                          

                 Position with                                            
          Name      Company        Shares    Consideration        Date    
          ----      -------        ------    -------------        ----    

Thomas E. Mills  President,       6,000,000        $600     March 23, 2003
                 Treasurer                                                

Fidel Thomas     Vice-President,  2,000,000        $200     March 26, 2003
                 Secretary                                                

On March 2, 2003,  we acquired  options  from Mr.  Thomas,  our  Vice-President,
Secretary and director, to two screenplays titled "Code Blue" and "Pelicula" for
$2,500 each. Mr. Thomas became the  Vice-President  of AMP on March 3, 2003, and
he later became a director of AMP on March 15,  2003.  The price agreed upon for
the options from Mr. Thomas was determined to be fair by our  President,  Thomas

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E. Mills, without the benefit of third party advice or consultation. The options
grant us the right,  for a period of one year,  to acquire all right,  title and
interest to the two  screenplays  for $10,000  and  $20,000  respectively,  plus
contingent  payments based on the following  milestones for each screenplay that
we make into a motion picture:                                                  

(i) If we make a motion picture based on the screenplay, and the budget for that
motion picture  exceeds  CAD$1,500,000  then we shall pay Mr. Thomas  additional
compensation  to make the price paid for the screenplay  equal to the screenplay
fee payable to a writer  pursuant  to the most  current  Independent  Production
Agreement of the Writer's  Guild of Canada.  According to the Writer's  Guild of
Canada, the screenplay fee for 2003 is $45,450.                                 

(ii) If we make a motion  picture  based on the  screenplay,  we will pay to Mr.
Thomas 3% of our net profits from the motion picture,  or any television series,
pilot or movie-of-the-week derived from the screenplay.                         

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

As of March 31, 2003, the following  table sets forth  information  known by our
management  regarding  beneficial  ownership  of our common stock at the date of
this  prospectus by: each person known by us to own,  directly or  beneficially,
more than 5% of our common stock; each of our executive  officers and directors;
and, all of our officers and directors as a group.                              

Except as otherwise  indicated,  our  management  believes  that the  beneficial
owners of the common stock listed below,  based on information  furnished by the
owners,  own the shares  directly and have sole investment and voting power over
the shares.                                                                     

                                                                [Download Table]

                                                         

                  Name             Number of Shares   %  
                  ----             ----------------   -  

Thomas E. Mills                       6,000,000      75% 

Fidel Thomas                          2,000,000      25% 

Directors and officers as a group     8,000,000      100%
(two persons)                                            

The address for all officers and directors is 2708-939 Homer Street,  Vancouver,
British Columbia, Canada, V6B 2W6.                                              

Messrs. Mills and Thomas are promoters of the company.                          

PLAN OF DISTRIBUTION

Currently,  we plan to sell our common stock through  Fidel  Thomas,  who is our
Vice-President and Secretary. We plan to sell our shares of common stock outside
the United States to residents of Canada and Europe. Mr. Thomas will not receive
any commission  from the sale of any common stock.  Mr. Thomas will not register
as a broker/dealer  under Section 15 of the Securities Exchange Act of 1934 (the
"Exchange  Act") in  reliance  upon Rule  3a4-1.  Rule 3a4-1  sets  forth  those
conditions under which a person associated with an issuer may participate in the
offering of the  issuer's  securities  and not be deemed to be a  broker-dealer.
These conditions are as follows:                                                

1. The person is not  subject to a statutory  disqualification,  as that term is
defined  in  Section   3(a)(39)  of  the  Exchange  Act,  at  the  time  of  his
participation;                                                                  

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2. The person is not  compensated in connection  with his  participation  by the
payment of commissions or other remuneration based either directly or indirectly
on transactions in securities;                                                  

3. The person is not, at the time of their  participation,  an associated person
of a broker-dealer; and                                                         

4. The person meets the conditions of paragraph  (a)(4)(ii) of Rule 3a4-1 of the
Exchange  Act in that she (a)  primarily  performs,  or is intended to primarily
perform at the end of the offering,  substantial  duties for or on behalf of the
Issuer otherwise than in connection with transactions in securities;  and (b) is
not a  broker-dealer,  or an associated  person of a  broker-dealer,  within the
preceding  twelve  (12)  months;  and (c) does not  participate  in selling  and
offering of  securities  for any Issuer more than once every  twelve (12) months
other than in reliance on paragraphs  (a)(4)(i) or (a) (4) (iii) of the Exchange
Act.                                                                            

     Mr. Thomas is not subject to  disqualification,  is not being  compensated,
and is not associated with a  broker-dealer.  Mr. Thomas is and will continue to
be one of our officers and directors at the end of the offering and,  during the
last twelve  months,  he has not been and is not currently a  broker-dealer  nor
associated  with a  broker-dealer.  Mr.  Thomas has not,  during the last twelve
months,  and will not,  during the next twelve months,  offer or sell securities
for another  issuer  other than in reliance on  paragraphs  (a)(4)(i) or (a) (4)
(iii) of the Exchange Act.                                                      

It is  anticipated  that we will be  conducting  our offering of common stock to
residents of Canada and Europe.                                                 

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 DESCRIPTION OF THE SECURITIES

We are  currently  authorized to issue  100,000,000  shares of $0.0001 par value
common stock. All shares are equal to each other with respect to liquidation and
dividend  rights.  Holders of voting  shares are  entitled  to one vote for each
share  that they own at any  shareholders'  meeting.  Holders  of our  shares of
common stock do not have cumulative voting rights.                              

Holders of shares of common stock are entitled to receive such  dividends as may
be declared  by the Board of  Directors  out of funds  legally  available.  Upon
liquidation,  holders  of shares of common  stock are  entitled  to  participate
pro-rata  in a  distribution  of  assets  available  for  such  distribution  to
shareholders.  There are no conversion,  preemptive or other subscription rights
or privileges with respect to any shares.                                       

Our  Articles of  Incorporation  do not  provide  for the  issuance of any other
securities.                                                                     

DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR
SECURITIES ACT LIABILITIES

Article Twelfth of our Articles of Incorporation  provides,  among other things,
that no director or officer of the Corporation shall be personally liable to the
Corporation or any of its  stockholders for damages for breach of fiduciary duty
as a director or officer  involving  any act or omission of any such director or
officer; provided,  however, that the foregoing provision shall not eliminate or
limit the  liability  of a director or officer (i) for acts or  omissions  which
involve intentional misconduct, fraud or a knowing violation of law, or (ii) the
payment  of  dividends  in  violation  of Section  78.300 of the Nevada  Revised
Statutes.   Insofar  as  indemnification   for  liabilities  arising  under  the
Securities  Act of 1933 (the "Act") may be permitted to directors,  officers and
controlling  persons of the small  business  issuer  pursuant  to the  foregoing
provisions, or otherwise, the small business issuer has been advised that in the
opinion of the  Securities  and  Exchange  Commission  such  indemnification  is
against public policy as expressed in the Act and is, therefore,  unenforceable.
In the event that any claim for indemnification  against such liabilities (other
than the payment by the small business issuer of expenses  incurred or paid by a
director,  officer or  controlling  person of the small  business  issuer in the
defense of any action, suit or proceeding) is asserted by such director, officer
or controlling  person in connection with the securities being  registered,  the
small business issuer will,  unless in the opinion of its counsel the matter has
been  settled  by  controlling  precedent,  submit  to a  court  of  appropriate
jurisdiction  the  question  of whether  such  indemnification  by it is against
public  policy  as  expressed  in the Act  and  will be  governed  by the  final
adjudication of such issue.                                                     

 LEGAL MATTERS

The validity of the shares of common stock  offered by us will be passed upon by
the law firm of Bartel Eng & Schroder, Sacramento, California.                  

 EXPERTS

Our balance sheet as of March 31, 2003, and the related statements of operations
and  deficit   accumulated   during  the  development   stage,  cash  flows  and
stockholders'  equity for the period  February 27, 2002 (date of  inception)  to
March 31,  2003,  have been  included  herein in reliance on the report of Moore
Stephens  Ellis Foster Ltd.,  Chartered  Accountants,  given on the authority of
that firm as experts in accounting and auditing.                                

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 AVAILABLE INFORMATION

We are not required to deliver an annual  report to our security  holders and we
do not intend to do so. We are  required to file annual,  quarterly  and current
reports, proxy statements and other information with the Securities and Exchange
Commission.  Our Securities and Exchange Commission filings are available to the
public over the Internet at the SEC's website at http://www.sec.gov.            

You may also  read  and  copy any  materials  we file  with the  Securities  and
Exchange Commission at the SEC's public reference room at 450 Fifth Street N.W.,
Washington,  D.C.  20549.  Please  call the SEC at  1-800-SEC-0330  for  further
information on the operation of the public reference rooms.                     

We have  filed  with the  Securities  and  Exchange  Commission  a  registration
statement on Form SB-2,  under the Securities Act with respect to the securities
offered  under this  prospectus.  This  prospectus,  which  forms a part of that
registration  statement,  does  not  contain  all  information  included  in the
registration  statement.  Certain information is omitted and you should refer to
the registration statement and its exhibits.  With respect to references made in
this prospectus to any contract or other document of AMP, the references are not
necessarily  complete  and you  should  refer to the  exhibits  attached  to the
registration  statement for copies of the actual  contract or document.  You may
review a copy of the registration  statement at the SEC's public reference room.
Please call the SEC at 1-800-SEC-0330  for further  information on the operation
of the public reference  rooms.  Our filings and the registration  statement can
also be reviewed by accessing the SEC's website at http://www.sec.gov.          

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 AMP PRODUCTIONS, LTD.
 (A Development Stage Company)

Financial Statements

March 31, 2003                                                                  

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MOORE STEPHENS ELLIS FOSTER LTD.                                                
CHARTERED ACCOUNTANTS                                                           

1650 West 1st Avenue                                                            
Vancouver, BC  Canada   V6J 1G1                                                 
Telephone:  (604) 734-1112  Facsimile: (604) 714-5916                           
E-Mail: generaldelivery@ellisfoster.com                                         
Website:  www.ellisfoster.com                                                   

--------------------------------------------------------------------------------

REPORT OF INDEPENDENT ACCOUNTANTS                                               

To the Board of Directors and Stockholders                                      

AMP PRODUCTIONS, LTD.                                                           
(A development stage company)                                                   

We have audited the balance sheet of AMP  Productions,  Ltd. ("the  Company") (A
development  stage  company) as at March 31,  2003,  the related  statements  of
stockholders'  deficiency,  operations  and cash flows from  February  27,  2003
(inception) to March 31, 2003. These financial statements are the responsibility
of the  Company's  management.  Our  responsibility  is to express an opinion on
these financial statements based on our audit.                                  

We conducted our audit in accordance with auditing standards  generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform an audit to obtain reasonable assurance whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.  An
audit also includes  assessing the accounting  principles  used and  significant
estimates  made by  management,  as well as  evaluating  the  overall  financial
statement presentation. We believe that our audit provide a reasonable basis for
our opinion.                                                                    

In our opinion,  these  financial  statements  present  fairly,  in all material
respects,  the  financial  position  of the Company as at March 31, 2003 and the
results of its  operations  and cash flows for the period from February 27, 2003
(inception) to March 31, 2003 in conformity with generally  accepted  accounting
principles in the United States of America.                                     

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note 1 to the
financial statements, the Company has suffered losses from operations that raise
substantial doubt about its ability to continue as a going concern. Management's
plans in regard to these  matters are also  described  in Note 1. The  financial
statements do not include any adjustments  that might result from the outcome of
this uncertainty.                                                               

Vancouver, Canada                             "MOORE STEPHENS ELLIS FOSTER LTD."
April 10, 2003                                       Chartered Accountants      

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AMP PRODUCTIONS, LTD.                                                           
(A development stage company)                                                   

Balance Sheet                                                                   
March 31, 2003                                                                  
(Expressed in U.S. Dollars)                                                     
--------------------------------------------------------------------------------
                                                                            2003
--------------------------------------------------------------------------------

ASSETS                                                                          

Current                                                                         
 Cash and cash equivalents                                     $         5,785
--------------------------------------------------------------------------------

Total assets                                                    $         5,785 
================================================================================

LIABILITIES AND STOCKHOLDERS' DEFICIENCY                                        

Liabilities                                                                     

Current                                                                         
 Accounts payable and accrued liabilities                      $         3,177

Promissory note and accrued interest                                     10,024 
--------------------------------------------------------------------------------

                                                                        13,201
--------------------------------------------------------------------------------

Stockholders' Deficiency                                                        

Share capital                                                                   
Authorized:                                                                 
100,000,000 common shares with a par value of $0.0001 per share   
 Issued and outstanding:  8,000,000 common shares                          800

(Deficit) accumulated during the development stage                       (8,216)
--------------------------------------------------------------------------------

Total stockholders' equity deficiency                                    (7,416)
--------------------------------------------------------------------------------

Total liabilities and stockholders' deficiency                  $         5,785 
================================================================================

The accompanying notes are an integral part of these financial statements.      

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AMP PRODUCTIONS, LTD.                                                           
(A development stage company)                                                   

Statement of Stockholders' Deficiency                                           
For the period from February 27, 2003 (inception) to March 31, 2003             
(Expressed in U.S. Dollars)                                                     

                                                        [Enlarge/Download Table]

                                                                                                                               

-------------------------------------------------------------------------------------------------------------------------------

                                                                                                    Deficit                    
                                                                                                accumulated                    
                                                                   Common stock                      during              Total 
                                                           -----------------------------        development      stockholders' 
                                                                 Shares        Amount                 stage         deficiency 
-------------------------------------------------------------------------------------------------------------------------------

Issuance of common stock for cash                                                                                              
  March 3, 2003, $0.0001 per share                            8,000,000     $       800      $           -      $          800 

Comprehensive income (loss)                                                                                                    
  Loss for the period                                                 -               -             (8,216)             (8,216)
-------------------------------------------------------------------------------------------------------------------------------

Balance, March 31, 2003                                       8,000,000     $       800      $      (8,216)     $       (7,416)
===============================================================================================================================

The accompanying notes are an integral part of these financial statements.      

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AMP PRODUCTIONS, LTD.                                                           
(A development stage company)                                                   

Statement of Operations                                                         
(Expressed in U.S. Dollars)                                                     
--------------------------------------------------------------------------------
                                                                     February 27
                                                                2003 (inception)
                                                                              to
                                                                        March 31
                                                                            2003
--------------------------------------------------------------------------------

General and administrative expenses                                             
  Accounting                                                   $           1,650
  Consulting                                                               5,427
  Interest                                                                    24
  Legal                                                                      957
  Office                                                                     158
--------------------------------------------------------------------------------

                                                                           8,216
--------------------------------------------------------------------------------

Loss for the period                                            $           8,216
================================================================================

Loss per share                                                                  
 - basic and diluted                                           $            0.00

================================================================================

Weighted average number of                                                      
common shares outstanding                                                   
  - basic and diluted                                                  8,000,000
================================================================================

The accompanying notes are an integral part of these financial statements.      

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AMP PRODUCTIONS, LTD.                                                           
(A development stage company)                                                   

Statement of Cash Flows                                                         
(Expressed in U.S. Dollars)                                                     
--------------------------------------------------------------------------------

                                                                     February 27
                                                                2003 (inception)
                                                                              to
                                                                        March 31
                                                                            2003
--------------------------------------------------------------------------------

Cash flows from (used in) operating activities                                  
  Loss for the period                                          $         (8,216)
Changes in assets and liabilities:                                          
 - increase in accounts payable and accrued liabilities                  3,177
--------------------------------------------------------------------------------

                                                                         (5,039)
--------------------------------------------------------------------------------

Cash flows from financing activities                                            
 Promissory note                                                        10,024
 Proceeds from issuance of common stock                                    800
--------------------------------------------------------------------------------

                                                                        10,824
--------------------------------------------------------------------------------

Increase in cash and cash equivalents                                     5,785 

Cash and cash equivalents, beginning of period                                - 
--------------------------------------------------------------------------------

Cash and cash equivalents, end of period                       $          5,785 
================================================================================

The accompanying notes are an integral part of these financial statements.      

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 AMP PRODUCTIONS, LTD.
(A development stage company)                                                   

Notes to Financial Statements                                                   
March 31, 2003                                                                  
(Expressed in U.S. Dollars)                                                     
--------------------------------------------------------------------------------

1.   Incorporation and Continuance of Operations                                

     The Company was formed on February  27, 2003 under the laws of the State of
     Nevada.  The  Company  has  not  commenced  planned  principal  operations,
     producing  filmed  entertainment.  The company is  considered a development
     stage  company  as  defined  in SFAS No.  7. The  Company  has an office in
Vancouver, Canada.                                                    

     These financial  statements have been prepared in accordance with 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.            

(b)  Accounting Estimates                                             

          The  preparation of financial  statements in conformity with 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 was no
          advertising  expenses  incurred by the  Company  for the period  ended
March 31, 2003.                                             

(d)  Option Payments                                                  

          The  Company  capitalizes  option  payments as part of the cost of the
          assets  under  option.  The option  payments  will be  expensed if the
option is not exercised.                                    

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 AMP PRODUCTIONS, LTD.
(A development stage company)                                                   

Notes to Financial Statements                                                   
March 31, 2003                                                                  
(Expressed in U.S. Dollars)                                                     
--------------------------------------------------------------------------------

2.   Significant Accounting Policies (continued)                                

(e)  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.                                             

(f)  Concentration of Credit Risk                                     

          The  Company  places its cash and cash  equivalents  with high  credit
          quality financial institutions.  As of March 31, 2003, the Company had
no balance in a bank beyond insured limits.                 

(g)  Foreign Currency Transactions                                    

          The Company is located and  operating  outside of the United States of
          America.  It maintains  its  accounting  records in U.S.  Dollars,  as
follows:                                                    

          At the transaction date, each asset, liability, revenue and expense is
          translated into U.S. dollars by the use of the exchange rate in effect
          at that date. At the period end,  monetary  assets and liabilities are
          remeasured  by using the  exchange  rate in effect at that  date.  The
          resulting   foreign   exchange   gains  and  losses  are  included  in
operations.                                                 

(h)  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 and promissory note and accrued interest. Fair values were
          assumed  to   approximate   carrying   values   for  these   financial
          instruments,  except where noted,  since they are short term in nature
          and  their  carrying  amounts  approximate  fair  values  or they  are
          receivable or payable on demand. Management is of the opinion that the
          Company is not exposed to significant interest or credit risks arising
          from these financial instruments. The Company is operating outside the
          United  States of  America  and has  significant  exposure  to foreign
          currency risk due to the  fluctuation of currency in which the Company
operates and U.S. dollar.                                   

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 AMP PRODUCTIONS, LTD.
(A development stage company)                                                   

Notes to Financial Statements                                                   
March 31, 2003                                                                  
(Expressed in U.S. Dollars)                                                     
--------------------------------------------------------------------------------

2.   Significant Accounting Policies (continued)                      

(i)  Income Taxes                                           

               The  Company  has  adopted  Statement  of  Financial   Accounting
               Standards No. 109 (SFAS 109),  Accounting for Income Taxes, which
               requires the Company to recognize  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
               differences  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.

(j)  Stock-Based Compensation                               

               The  Company  has  adopted  the  disclosure-only   provisions  of
               Statement of Financial  Accounting  Standards No. 123 (SFAS 123),
               Accounting for Stock-based Compensation. SFAS 123 encourages, but
               does not  require,  companies  to adopt a fair value based method
               for determining expense related to stock-based compensation.  The
               Company accounts for stock-based compensation issued to employees
               and  directors  using the  intrinsic  value method as  prescribed
               under Accounting  Principles Board Opinion No. 25, Accounting for
    Stock Issued to Employees and related interpretations.

            The Company did not grant any stock options during the period.

(k)  Comprehensive Income                                   

               The Company adopted Statement of Financial  Accounting  Standards
               No.  130  (SFAS  130),  Reporting   Comprehensive  Income,  which
               establishes  standards for reporting and display of comprehensive
               income, its components and accumulated  balances.  The Company is
               disclosing  this  information  on its Statement of  Stockholders'
               Equity (Deficiency). Comprehensive income comprises equity except
               those resulting from  investments by owners and  distributions to
               owners.  The  Company  has no  elements  of "other  comprehensive
income" for the period ended March 31, 2003.      

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 AMP PRODUCTIONS, LTD.
(A development stage company)                                                   

Notes to Financial Statements                                                   
March 31, 2003                                                                  
(Expressed in U.S. Dollars)                                                     
--------------------------------------------------------------------------------

2.   Significant Accounting Policies (continued)                                

(l)  New Accounting Pronouncements                                    

     In April 2003, the Financial  Accounting Standard Board issued Statement of
     Financial  Accounting  Standard No. 149 (SFAS 149),  Amendment of Statement
     133 on Derivative Instruments and Hedging Activities. This Statement amends
     and  clarifies   financial   accounting   and   reporting  for   derivative
     instruments,  including certain  derivative  instruments  embedded in other
     contracts  (collectively  referred  to  as  derivatives)  and  for  hedging
     activities  under SFAS No. 133,  Accounting for Derivative  Instruments and
     hedging Activities.  This Statement is effective for contracts entered into
     or modified  after June 30, 2003.  We do not expect the  implementation  of
     SFAS  No.  49 to  have a  material  impact  on our  consolidated  financial
statements.                                                           

3.   Promissory Note and Accrued Interest, due February 25, 2005                

        ------------------------------------------------------------------------

        Principal,  unsecured and bearing interest at 3% per annum      $ 10,000
        Accrued interest                                                      24
        ------------------------------------------------------------------------
                                                                        $ 10,024
        ========================================================================

4.   Income Taxes                                                               

     As at March 31,  2003,  the  Company has  estimated  net  operating  losses
     carryforward  for tax  purposes  of  $13,000.  This  amount  may be applied
     against future federal taxable income.  The Company evaluates its valuation
     allowance  requirements  on an  annual  basis  based  on  projected  future
     operations.   When  circumstances  change  and  this  causes  a  change  in
     management's  judgement about the realizability of deferred tax assets, the
     impact of the change on the valuation  allowance is generally  reflected in
current income.                                                       

     The tax effects of temporary  differences  that give rise to the  Company's
deferred tax asset (liability) are as follows:                        

        ------------------------------------------------------------------------
       Tax loss carry forwards                                         $ 4,550
        Valuation allowance                                              (4,550)
        ------------------------------------------------------------------------
                                                                      $    -
        ========================================================================

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 AMP PRODUCTIONS, LTD.
(A development stage company)                                                   

Notes to Financial Statements                                                   
March 31, 2003                                                                  
(Expressed in U.S. Dollars)                                                     
--------------------------------------------------------------------------------

5.   Related Party Transactions and Commitments                                 

     On March 2, 2003, the Company  entered into two purchase  agreements with a
     director  of the  Company  to  acquire  two  screenplays.  Pursuant  to the
     agreements, the Company is granted two options, each commencing on March 2,
     2003 and continuing for a period of one year, to purchase all right,  title
     and interest in and to the above two  screenplays.  The  consideration  for
     each  option  to  purchase  a   screenplay   is  $2,500,   with  the  total
     consideration  for both options  being  $5,000.  As at March 31, 2003,  the
     consideration  for both option  remains  unpaid and is included in accounts
payable.                                                              

     The  purchase  price for each of the two  screenplays  will be $10,000  and
     $20,000, respectively,  plus the following contingent compensation for each
of the screenplays:                                                   

     (a)  In the event  that a  theatrical  or  televisions  motion  picture  is
          produced by the Company or its  assigns,  based on the  Property  (the
          "Picture")  and the  budget  of the  Picture  as of the  first  day of
          principal  photography  and as allowed by all  entities  financing  or
          guaranteeing  completion of the Picture,  is not less than $1,500,000,
          the vendor shall receive additional  compensation to make the Purchase
          Price equivalent to the Script Fee payable to a writer pursuant to the
          most current Independent Production Agreement of the Writer's Guild of
Canada.                                                     

     (b)  In addition to the amounts set out above, the Company shall pay to the
          vendor 3% of 100% of the Company's  "Net  Profits" of the Picture,  or
          any television  series,  pilot or  movie-of-the-week  (as that term is
          used in the  entertainment  industry)  that derives  directly from the
          Property. "Net Profits" will be defined,  computed,  accounted for and
          paid in accordance with the Company's  standard Net Profits definition
          based on the  Company's  "break even"  negative  cost  position  after
          payment  of all  reasonable  production  expenses  and  receipt by the
          Company  of  all   distribution   advances  and  gross   receipt  from
exploitation of the Picture and the Property.               

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1,750,000 Shares

AMP Productions Ltd.

Common Stock

------------
PROSPECTUS
------------

We have not  authorized  any  dealer,  salesperson  or other  person to give you
written information other than this prospectus or to make  representations as to
matters  not  stated  in this  prospectus.  You must  not  rely on  unauthorized
information.  This  prospectus  is not an offer to sell  these  securities  or a
solicitation of your offer to buy the securities in any jurisdiction  where that
would not be permitted or legal. Neither the delivery of this prospectus nor any
sales  made  hereunder  after  the  date  of this  prospectus  shall  create  an
implication  that the information  contained herein or the affairs of the Issuer
have not changed since the date hereof.                                         

Until _________,  2003, 90 days after the date of this  prospectus,  all dealers
that buy, sell or trade in our securities,  whether or not participating in this
offering,  may be  required  to deliver a  prospectus.  This  requirement  is in
addition to the dealers'  obligation  to deliver a prospectus  when acting as an
underwriter with respect to its unsold allotment or subscription.               

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PART II - INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 24. INDEMNIFICATION OF DIRECTORS AND OFFICERS.                             

     The statutes,  charter provisions,  bylaws, contracts or other arrangements
under which  controlling  persons,  directors or officers of the  registrant are
insured or indemnified in any manner against any liability  which they may incur
in such capacity are as follows:                                                

     (a) Section  78.751 of the Nevada  Business  Corporation  Act provides that
each corporation shall have the following powers:                               

1. A corporation may indemnify any person who was or is a party or is threatened
to be made a party to any  threatened,  pending  or  completed  action,  suit or
proceeding, whether civil, criminal, administrative or investigative,  except an
action by or in the right of the  corporation,  by reason of the fact that he is
or was a director,  officer, employee or agent of the corporation,  or is or was
serving at the request of the  corporation as a director,  officer,  employee or
agent  of  another  corporation,  partnership,  joint  venture,  trust  or other
enterprise,  against expenses,  including attorneys' fees, judgments,  fines and
amounts paid in settlement actually and reasonably incurred by him in connection
with the action,  suit or  proceeding  if he acted in good faith and in a manner
which he reasonably believed to be in or not opposed to the best interest of the
corporation,  and,  with respect to any criminal  action or  proceeding,  had no
reasonable  cause to believe his conduct was unlawful.  The  termination  of any
action, suit or proceeding by judgment, order, settlement, conviction, or upon a
plea of no lo  contendere  or its  equivalent,  does  not,  of  itself  create a
presumption  that the person did not act in good faith and in a manner  which he
reasonably  believed  to be in or not  opposed  to  the  best  interests  of the
corporation, and that, with respect to any criminal action or proceeding, he had
reasonable cause to believe that his conduct was unlawful.                      

2. A corporation may indemnify any person who was or is a party or is threatened
to be made a party to any threatened,  pending or completed action or suit by or
in the right of the  corporation to procure a judgment in its favor by reason of
the  fact  that he is or was a  director,  officer,  employee  or  agent  of the
corporation,  or is or was  serving  at the  request  of  the  corporation  as a
director, officer, employee or agent of another corporation,  partnership, joint
venture,  trust or other enterprise against expenses,  including amounts paid in
settlement  and  attorneys'  fees  actually  and  reasonably  incurred by him in
connection  with the defense or  settlement of the action or suit if he acted in
good faith and in a manner which he reasonably  believed to be in or not opposed
to the best interests of the  corporation.  Indemnification  may not be made for
any  claim,  issue or matter as to which such a person  has been  adjudged  by a
court of competent  jurisdiction,  after exhaustion of all appeals therefrom, to
be  liable  to  the  corporation  or  for  amounts  paid  in  settlement  to the
corporation, unless and only to the extent that the court in which the action or
suit was  brought or other  court of  competent  jurisdiction,  determines  upon
application  that in view of all the  circumstances  of the case,  the person is
fairly and reasonably entitled to indemnity for such expenses as the court deems
proper.                                                                         

3. To the extent that a director,  officer,  employee or agent of a  corporation
has been successful on the merits or otherwise in defense of any action, suit or
proceeding referred to in subsections 1 and 2, or in defense of any claim, issue
or matter therein,  he must be indemnified by the corporation  against expenses,
including attorneys' fees, actually and reasonably incurred by him in connection
with the defense.                                                               

4. Any  indemnification  under subsections 1 and 2, unless ordered by a court or
advanced  pursuant  to  subsection  5, must be made by the  corporation  only as
authorized in the specific case upon a determination that indemnification of the
director,  officer,  employee  or  agent is  proper  in the  circumstances.  The
determination must be made:                                                     

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(a) By the stockholders;                                              

     (b) By the board of directors by majority  vote of a quorum  consisting  of
directors who were not parties to the act, suit or proceeding;                  

     (c) If a majority  vote of a quorum  consisting  of directors  who were not
parties to the act, suit or proceeding so orders,  by independent legal counsel,
in a written opinion; or                                                        

     (d) If a quorum  consisting  of directors  who were not parties to the act,
suit or proceeding cannot be obtained, by independent legal counsel in a written
opinion.                                                                        

5. The certificate or articles of incorporation, the bylaws or an agreement made
by the  corporation  may provide  that the  expenses of officers  and  directors
incurred in defending a civil or criminal  action,  suit or  proceeding  must be
paid by the  corporation  as they  are  incurred  and in  advance  of the  final
disposition of the action, suit or proceeding, upon receipt of an undertaking by
or on behalf of the director or officer to repay the amount if it is  ultimately
determined  by a court of competent  jurisdiction  that he is not entitled to be
indemnified by the corporation.  The provisions of this subsection do not affect
any rights to advancement of expenses to which  corporate  personnel  other than
directors or officers may be entitled under any contract or otherwise by law.   

6. The indemnification and advancement of expenses authorized in or ordered by a
court pursuant to this section:                                                 

     (a)  Does  not  exclude  any  other  rights  to  which  a  person   seeking
indemnification or advancement of expenses may be entitled under the certificate
or articles of  incorporation or any bylaw,  agreement,  vote of stockholders of
disinterested  directors  or  otherwise,  for  either an action in his  official
capacity or an action in his official  capacity or an action in another capacity
while holding his office, except that indemnification, unless ordered by a court
pursuant to  subsection 2 or for the  advancement  of expenses  made pursuant to
subsection  5, may not be made to or on behalf of any  director  or officer if a
final adjudication  establishes that his acts or omissions involved  intentional
misconduct,  fraud or a knowing  violation  of the law and was  material  to the
cause of action.                                                                

     (b)  Continues  for a person  who has  ceased  to be a  director,  officer,
employee  or agent  and  inures  to the  benefit  of the  heirs,  executors  and
administrators of such a person.                                                

7. Our Articles of  Incorporation  limit liability of our officers and directors
to the full extent permitted by the Nevada Business Corporation Act.            

ITEM 25. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.                           

The following  table sets forth the estimated  costs and expenses we will pay in
connection with the offering described in this registration statement:          

                                                                      Amount (1)
                                                                      ----------
SEC Registration fee                                               $     15.00  
Blue Sky fees and expenses                                         $  2,500.00  
Printing and shipping expenses                                     $  1,000.00  
Accounting fees and expenses                                       $  3,000.00  
Legal fees                                                         $ 10,000.00  
Transfer and Miscellaneous expenses                                $  3,485.00  
                                                                 -----------
Total (1)                                                          $ 20,000.00  

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(1) All expenses, except SEC registration fees, are estimated.                  

ITEM 26. RECENT SALES OF UNREGISTERED SECURITIES.                               

On March  23,  2003,  6,000,000  restricted  common  shares  were  issued to our
President,  Treasurer  and  director,  Thomas E. Mills,  in exchange  for a cash
payment on behalf of AMP of $600.  The shares were issued  without  registration
under the Securities  Act of 1933 in reliance on an exemption from  registration
provided by Section 4(2) of the Securities Act. No general solicitation was made
in connection with the offer or sale of these securities.                       

On March  26,  2003,  2,000,000  restricted  common  shares  were  issued to our
Vice-President,  Secretary  and Director,  Fidel Thomas,  in exchange for a cash
payment on behalf of AMP of $200.  The shares were issued  without  registration
under the Securities  Act of 1933 in reliance on an exemption from  registration
provided by Section 4(2) of the Securities Act. No general solicitation was made
in connection with the offer or sale of these securities.                       

ITEM 27.  EXHIBITS                                                              

Exhibit No.             Document                                                
3.1                     Articles of Incorporation*                              
3.2                     Bylaws*                                                 
5.1                     Legal opinion                                           
10.1                    Promissory Note*                                        
10.2                    Option to Purchase Agreement "Pelicula"*                
10.3                    Option to Purchase Agreement "Code Blue"*               
23.1                    Consent of Accountant                                   
23.2                    Consent of Counsel (contained in Exhibit 5.1)           
99.1                    Specimen Subscription Agreement                         

* Previously filed with AMP's initial registration statement on Form SB-2, filed
with the SEC on June 19, 2003.                                                  

ITEM 28.  UNDERTAKINGS.                                                         

Subject to the terms and conditions of Section 15(d) of the Securities  Exchange
Act of 1934,  the  undersigned  Registrant  hereby  undertakes  to file with the
Securities and Exchange Commission such supplementary and periodic  information,
documents,  and reports as may be  prescribed  by any rule or  regulation of the
Commission  heretofore or hereafter duly adopted pursuant to authority conferred
to that section.                                                                

Insofar as indemnification  for liabilities  arising under the Securities Act of
1933 may be permitted to  directors,  officers  and  controlling  persons of the
Registrant pursuant to its Articles of Incorporation or provisions of the Nevada
Business  Corporations  Act,  or  otherwise,  we have been  advised  that in the
opinion of the  Securities  and  Exchange  Commission  such  indemnification  is
against  public  policy as expressed in the  Securities  Act and is,  therefore,
unenforceable.  In the  event  that a claim  for  indemnification  against  such
liabilities  (other than the payment by the registrant in the successful defense
of any action,  suit or  proceeding)  is asserted by such  director,  officer or
controlling person in connection with the securities being registered,  we will,
unless in the  opinion of counsel  the  matter has been  settled by  controlling
precedent,  submit to a court of appropriate jurisdiction the question,  whether

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or not such  indemnification  by us is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.    

We hereby undertake to:                                               

(1)  File,  during  any  period  in  which  we  offer  or  sell  securities,   a
post-effective amendment to this registration statement to:                     

     (a) Include any prospectus  required by section  10(a)(3) of the Securities
Act;                                                                            

     (b) Reflect in the  prospectus any facts or events which,  individually  or
together,  represent a fundamental change in the information in the registration
statement.  Notwithstanding the foregoing, any increase or decrease in volume of
securities  offered (if the total dollar value of  securities  offered would not
exceed that which was  registered) and any deviation from the low or high end of
the estimated  maximum offering range may be reflected in the form of prospectus
filed with the  Commission  pursuant  to Rule 424(b) if, in the  aggregate,  the
changes in volume and price  represent  no more than a 20% change in the maximum
aggregate  offering price set forth in the  "Calculation  of  Registration  Fee"
table in the effective registration statement; and                              

     (c) Include any additional or changed  material  information on the plan of
distribution.                                                                   

(2) For determining liability under the Securities Act treat each post-effective
amendment  as a new  registration  statement of the  securities  offered and the
offering of the securities at that time to be the initial bona fide offering.   

(3) File a post  effective  amendment  to remove  from  registration  any of the
securities that remain unsold at the end of the offering.                       

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Signatures

     In accordance  with the  requirements  of the  Securities  Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements of filing on Form SB-2 Registration Statement and authorized
this registration to be signed on its behalf by the undersigned,  thereunto duly
authorized, in the City of Vancouver,  Province of British Columbia,  Canada, on
August 13, 2003.                                                                

                             AMP PRODUCTIONS, LTD.

                          /s/Thomas E. Mills
                               -----------------------
                                       By:  Thomas E. Mills, President
                               and Treasurer

     In accordance  with the  requirements  of the Securities Act of 1933,  this
registration statement has been signed by the following person in the capacities
and on the dates stated:                                                        

Date:  August 13, 2003                       /s/ Thomas E. Mills                
                             -------------------
                                             By:  Thomas E. Mills, President and
                                       Treasurer, Director
                                                 (Principal Executive, Financial
                                           and Accounting Officer)

Date:  August 13, 2003                        /s/ Fidel Thomas                  
                            ----------------
                                              By:  Fidel Thomas, Vice-President,
                                         Secretary, Director

Dates Referenced Herein   and   Documents Incorporated By Reference

				Referenced-On Page
This SB-2/A Filing		Date		First		Last			Other Filings
		2/27/02		35
		12/31/02		19
		2/27/03		5		43
		3/2/03		12		47
		3/3/03		12		40
		3/15/03		12		32
		3/23/03		32		51
		3/24/03		32
		3/26/03		32		51
		3/31/03		6		47
		4/10/03		38
		6/19/03		51					SB-2
		6/30/03		46
		8/13/03		53
Filed On / Filed As Of		8/22/03		1
		12/31/03		3		6			10QSB
		3/2/04		14
		3/23/04		13
		3/26/04		13
		2/25/05		46
		3/3/05		12
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