UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB

[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

                  For the quarterly period ended June 30, 2004

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
               For the transition period from ________ to ________
                          Commission file # 333-106291

                              AMP Productions, Ltd.
             (Exact Name of Registrant as Specified in its Charter)

                    Nevada                             98-0400189
       (State or other jurisdiction of               (I.R.S. Employer
        incorporation or organization)            Identification number)

500-666 Burrard Street, Vancouver, British Columbia     V6C 2X8
  (Address of principal executive offices)             (Zip Code)

                    Issuer's telephone number: (604) 639-3169

           Securities registered under Section 12(b) of the Act: None

    Securities registered pursuant to Section 12(g) of the Act: Common Stock,
                                $0.0001 par value

Check  whether the Issuer (1) filed all reports required to be filed by  Section
13  or  15(d) of the Exchange Act during the past 12 months (or for such shorter
period  that  the Issuer was required to file such reports), and  (2)  has  been
subject to such filing requirements for the past 90 days. Yes [ x ] No [ ]

Check if there is no disclosure of delinquent filers in response to Item 405  of
Regulation  S-B contained in this form, and no disclosure will be contained,  to
the  best  of Issuer's knowledge, in definitive proxy or information  statements
incorporated  by reference in Part III of this Form 10-KSB or any  amendment  to
this Form 10-KSB. [   ]

As  of  June  30,  2004, the Issuer had 9,014,000 shares  of  its  Common  Stock
outstanding.

Transitional Small Business Disclosure Format (Check one): Yes [ ] No [X]

                                      F-1
<PAGE>
                         Part I -- Financial Information

Item 1.   Financial Statements

AMP PRODUCTIONS, LTD.
(A development stage company)

Balance Sheet
June 30, 2004
(Unaudited - Prepared by Management)
(Expressed in U.S. Dollars)
================================================================================
                                                  June 30, 2004   March 31, 2004
ASSETS

Current
  Cash and cash equivalents                        $     81,371   $        9,124

Screenplays (Note 5)                                          -                -
--------------------------------------------------------------------------------
Total assets                                       $     81,371   $        9,124
================================================================================

LIABILITIES AND STOCKHOLDERS' DEFICIENCY

Liabilities

Current
  Accounts payable and accrued liabilities         $      3,485   $       11,469
  Due to related parties (Note 5)                         3,350            5,000
  Promissory note and accrued interest (Note 3)               -           10,324
--------------------------------------------------------------------------------
Total liabilities                                  $      6,835   $       26,793

Stockholders' Deficiency

Share capital Authorized:
     100,000,000 common shares with a par value of $0.0001 per share

Issued and outstanding:  9,063,400 common shares            906              810
                        (March 31, 2003 = 8,000,000)

Additional paid-in capital                              101,234            4,790

(Deficit) accumulated during the development stage      (27,604)        (23,269)
--------------------------------------------------------------------------------
Total stockholders' equity (deficit)               $     74,536   $     (17,669)
--------------------------------------------------------------------------------
Total liabilities and stockholders' deficit        $     81,371   $        9,124
================================================================================
The accompanying notes are an integral part of these financial statements.

                                      F-2
<PAGE>
AMP PRODUCTIONS, LTD.
(A development stage company)

Statement of Stockholders' Deficiency
For the period from February 27, 2003 (inception) to June 30, 2004
(Unaudited = Prepared by Management)
(Expressed in U.S. Dollars)
<TABLE>
<S>                                   <C>           <C>           <C>               <C>                   <C>
=======================================================================================================================

                                                                                    Deficit               Total
                                          Common stock            Additional        accumulated during    stockholders'
                                      Shares        Amount        paid=in capital   development stage     deficiency
===================================== ============= ===========   ==============    ==================    =============
Issuance of common stock for cash
  March 3, 2003, $0.0001 per share    8,000,000     $    800      $            -    $             -       $         800

Screenplays transferred from a
  shareholder                                 -            -              (5,000)                 -              (5,000)

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

Balance, March 31, 2003               8,000,000     $    800      $       (5,000)    $       (8,216)       $    (12,416)

Issuance of common stock for cash
  March 19, 2004, $0.0001 per share      98,000           10               9,790                  -               9,800

Comprehensive income (loss)
  Loss for the period                         -            -                   -            (15,053)            (15,053)
------------------------------------- ------------- -----------   --------------    ------------------    -------------
Balance, March 31, 2004               8,098,000     $    810      $        4,790    $       (23,269)       $    (17,669)
------------------------------------- ------------- -----------   --------------    ------------------    -------------
Issuance of common stock for cash
  April 1, 2004 to June 16, 2004        965,400     $     96      $       96,444                  -              96,540

Comprehensive income (loss)
  Loss for the period                         -            -                   -             (4,335)             (4,335)
------------------------------------- ------------- -----------   --------------    ------------------    -------------
Balance, June 30, 2004                9,063,400     $    906             101,234            (27,604)             74,536
===================================== ============= ===========   ==============    ==================    =============
</TABLE>
The accompanying notes are an integral part of these financial statements.

                                       F-3
<PAGE>
AMP PRODUCTIONS, LTD.
(A development stage company)

Statement of Operations
(Unaudited - Prepared by Management)
(Expressed in U.S. Dollars)
================================================================================
                                  Cumulative
                                  February 27
                                  2003            Three Months    Three Months
                                  (inception) to  Ended           Ended
                                  June 30         June 30         June 30
                                  2004            2004            2003
--------------------------------------------------------------------------------
General and administrative expenses
  Accounting                      $       4,597   $      (1,127)   $        799
  Consulting                              5,427               -               -
  Interest and bank charges               1,275             271              75
  Legal                                   6,513               -           4,471
  Listing and filing fees                 5,000             550               -
  Office                                  5,262           5,104              59
  Printing                                1,000               -               -
  Transfer Expenses                         801             801               -
--------------------------------------------------------------------------------
Operating (loss)                        (29,875)         (5,599)         (5,404)
--------------------------------------------------------------------------------
Other income
  Foreign exchange gain                   2,271           1,264               -

Net loss for the period           $     (27,604)   $     (4,335)   $     (5,404)

Basic and diluted Loss per share                  $       (0.00)   $      (0.00)
================================================================================
Weighted average number of
  common shares outstanding
  - basic and diluted                                 8,050,843       8,000,000
================================================================================
The accompanying notes are an integral part of these financial statements.

                                      F-4
<PAGE>
AMP PRODUCTIONS, LTD.
(A development stage company)

Statement of Cash Flows
(Unaudited - Prepared by Management)
(Expressed in U.S. Dollars)
================================================================================
                                  Cumulative
                                  February 27
                                  2003            Three Months    Three Months
                                  (inception) to  Ended           Ended
                                  June 30         June 30         June 30
                                  2004            2004            2003
--------------------------------------------------------------------------------
Cash flows from (used in) operating activities

Loss for the period               $  (27,604)    $     (4,335)    $     (5,404)
Changes in non-cash working capital items:
  - accounts payable and
    accrued liabilities                3,485           (7,984)            (386)
--------------------------------------------------------------------------------
                                     (24,119)         (12,319)          (5,790)
--------------------------------------------------------------------------------
Cashflows used in investing activities
  purchase of screenplays             (1,650)          (1,650)
  payment of promissory note         (10,000)         (10,000)
--------------------------------------------------------------------------------
                                     (11,650)         (11,650)
--------------------------------------------------------------------------------
Cash flows from financing activities
  Promissory note                     10,000              (324)             75
  Proceeds from issuance of
     common stock                    107,140            96,540               -
--------------------------------------------------------------------------------
                                     117,140            96,216              75
--------------------------------------------------------------------------------
Increase in cash and
   cash equivalents                   81,371            72,247          (5,715)

Cash and cash equivalents,
   beginning of period                     -             9,124           5,785
--------------------------------------------------------------------------------
Cash and cash equivalents,
   end of period                 $    81,371    $       81,371    $         70
--------------------------------------------------------------------------------
Supplemental information:
  Non-cash investing activities:
     Screenplays                 $    (5,000)   $       (5,000)   $     (5,000)
================================================================================
The accompanying notes are an integral part of these financial statements.

                                      F-5
<PAGE>
AMP PRODUCTIONS, LTD.
(A development stage company)
Notes to Financial Statements
March 31, 2004
(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.  As of June 30,  2004
          and March 31, 2003, cash and cash equivalents consist of cash only.

     (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 June
          30, 2004, and 2003.

     (d)  Loss Per Share

          Loss per share is computed using the weighted average number of shares
          outstanding during the period. The Company has adopted SFAS  No.  128,
          "Earnings Per Share".  Diluted loss per share is equivalent  to  basic
          loss per share.

                                      F-6
<PAGE>
AMP PRODUCTIONS, LTD.
(A development stage company)
Notes to Financial Statements
March 31, 2004
(Expressed in U.S. Dollars)
--------------------------------------------------------------------------------
2.   Significant Accounting Policies (continued)


     (e)  Concentration of Credit Risk

          The  Company  places its cash and cash equivalents  with  high  credit
          quality financial institutions.  As of June 30, 2004, the Company  had
          no balance in a bank beyond insured limits.

     (f)  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.

     (g)  Fair Value of Financial Instruments

          The  respective  carrying value of certain on-balance-sheet  financial
          instruments   approximated   their  fair   value.    These   financial
          instruments  include cash and cash equivalents, accounts  payable  and
          accrued  liabilities 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.

     (h)  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.

                                      F-7
<PAGE>
AMP PRODUCTIONS, LTD.
(A development stage company)
Notes to Financial Statements
March 31, 2004
(Expressed in U.S. Dollars)
--------------------------------------------------------------------------------
2.   Significant Accounting Policies   (continued)


     (i)  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  ending
          June 30, 2004.

     (j)  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  June
          30, 2004.

     (k)  Goodwill and Intangible Assets

          Goodwill  represents the excess of cost over fair value of  assets  of
          business  acquired.   Goodwill and intangible  assets  acquired  in  a
          business combination and determined to have an indefinite useful  life
          are  not  amortized,  but instead are tested for impairment  at  least
          annually  in accordance with the provisions of Statement of  Financial
          Accounting  Standards ("SFAS") No. 142 also requires  that  intangible
          assets  with estimable useful lives be amortized over their respective
          estimated  useful  lives  to  their  estimated  residual  values,  and
          reviewed  for  impairment in accordance with SFAS No. 144,  Accounting
          for Impairment or Disposal of Long-Lived Assets.

     (l)  Accounting for Derivative Instruments and Hedging Activities

          The  Company  has adopted Statement of Financial Accounting  Standards
          No.  133  (SFAS 133) Accounting for Derivative and Hedging Activities,
          which  requires  companies to recognize all  derivative  contracts  as
          either assets or liabilities in the balance sheet and to measure  them
          at  fair  value.  If certain conditions are met, a derivative  may  be
          specifically designated as a hedge, the objective of which is to match
          the timing of gain and loss recognition on the hedging derivative with
          the  recognition of (i) the changes in the fair value  of  the  hedged
          asset  or liability that are attributable to the hedged risk  or  (ii)
          the  earnings  effect  of the hedged forecasted  transaction.   For  a
          derivative not designated as a hedging instrument, the gain or loss is
          recognized in income in the period of change.

          The  Company has not entered into derivative contracts either to hedge
          existing risks or for speculative purposes.

                                      F-8
<PAGE>
AMP PRODUCTIONS, LTD.
(A development stage company)
Notes to Financial Statements
March 31, 2004
(Expressed in U.S. Dollars)
--------------------------------------------------------------------------------
2.   Significant Accounting Policies   (continued)


     (m)  Long-Lived Assets Impairment

          Long-term  assets  of  the  Company  are  reviewed  when  changes   in
          circumstances  require as to whether their carrying value  has  become
          impaired,  pursuant to guidance established in Statement of  Financial
          Accounting Standards No. 144 (SFAS 144), Accounting for the Impairment
          or  Disposal of Long-Lived Assets.  Management considers assets to  be
          impaired if the carrying value exceeds the future projected cash flows
          from   the  related  operations  (undiscounted  and  without  interest
          charges).   If  impairment  is deemed to exist,  the  assets  will  be
          written down to fair value.

     (n)  New Accounting Pronouncements

          In  May  2003,  the FASB issued SFAS No. 150, Accounting  for  Certain
          Financial  Instruments with Characteristics of  both  Liabilities  and
          Equity.   This  Statement  establishes standards  for  how  an  issuer
          classifies   and   measures   certain   financial   instruments   with
          characteristics of both liabilities and equity.  It requires  that  an
          issuer classify a financial instrument that is within its scope  as  a
          liability  (or  an  asset in some circumstances).  This  Statement  is
          effective for financial instruments entered into or modified after May
          30,  2003,  and otherwise is effective at the beginning of  the  first
          interim  period beginning after June 15, 2003.  The adoption  of  SFAS
          No. 150 does not have an impact on the Company's financial statements.

          In  December 2003, the FASB issued SFAS No. 132(R), a revision to SFAS
          No. 132, Employer's Disclosure about Pensions and Other Postretirement
          Benefits.   SFAS  No.  132(R)  requires  additional  disclosure  about
          assets,  obligations,  cash flows and net  periodic  benefit  cost  of
          defined   benefit  pension  plans  and  other  defined  benefit   post
          retirement  plans,  SFAS No. 132(R) is effective  for  the  financials
          statements with fiscal years ending after December 15, 2003, with  the
          exception  of  disclosure requirements related to  foreign  plans  and
          estimated  future benefit payments which are effective for the  fiscal
          years  ending  after June 15, 2004.  The adoption of SFAS  No.  132(R)
          does not have an impact on the Company's financial position or results
          of operations.

          In December, 2003, the American Institute of certified Public Accounts
          and  the  Securities  and Exchange Commission  ("SEC")  expressed  the
          opinion that rate-lock commitments represent written put options,  and
          therefore  be  valued  as a liability.  The SEC  expressed  that  they
          expect  registrants to disclose the effect on the financial  statement
          of  recognizing the rate-lock commitments as written put options,  for
          quarters  commencing  after  March 15, 2004.   Additionally,  the  SEC
          recently issued Staff Accounting Bulletin (SAB) No. 105.  SAB No.  105
          clarifies  the  SEC's position that the inclusion of cash  flows  from
          servicing  or ancillary income in the determination of the fair  value
          of interest rate lock commitments is not appropriate.  The Company has
          not  yet determined the impact on the financial statements of SAB  No.
          105, which must be implemented for loan commitments entered into on or
          after April 1, 2004.  The Company is currently analyzing the impact of
          the  SEC's  position  and  will, if required,  account  for  its  loan
          origination commitments prescribed.

                                      F-9
<PAGE>
AMP PRODUCTIONS, LTD.
(A development stage company)
Notes to Financial Statements
March 31, 2004
(Expressed in U.S. Dollars)
--------------------------------------------------------------------------------
2.   Significant Accounting Policies   (continued)

     (n)  New Accounting Pronouncements (continued)

          In  January 2003, the FASB released FASB Interpretation No.  46  ("FIN
          46"),  "Consolidation of Variable Interest Entities," FIN 46  requires
          that   all   primary  beneficiaries  of  variable  interest   entities
          consolidate that entity.  FIN 46 is effective immediately for variable
          interest  entities  created after January 31,  2003  and  to  variable
          interest  entities  in which an enterprise obtains an  interest  after
          that  date.   It  applies in the first fiscal year or  interim  period
          beginning after June 15, 2003 to variable interest entities  in  which
          an enterprise holds a variable interest it acquired before February 1,
          2003.  In December 2003, the FASB published a revision to FIN 46 ("FIN
          46R")  to clarify some of the provisions of the interpretation and  to
          defer  the  effective  date of implementation  for  certain  entities.
          Under the guidance of FIN 46R, entities that do not have interests  in
          structures  that are commonly referred to as special purpose  entities
          are required to apply the provision of the interpretation in financial
          statements  for periods ending after March 14, 2004.  The Company  did
          not  create a variable interest entity after January 31, 2003 and does
          not  have  a  variable interest entity as of December 31,  2003.   The
          Company  expects that the full adoption of FIN 46R in  2004  will  not
          have  a material impact on the Company's financial position or results
          of operations.

3.   Promissory Note and Accrued Interest, paid in full June 16, 2004

          Principal, unsecured and bearing interest at 3% per annum     $ 10,000
          Accrued interest                                                   387
                                                                        --------
                                                                        $ 10,387

4.   Income Taxes

     As  at  June 30,  2004, the Company  has  estimated  net  operating  losses
     carryforward  for  tax  purposes of $27,000.  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:

                                                              2004        2003
                                                         ---------   ---------
          Tax loss carry forwards                        $   8,000   $   4,550
          Valuation allowance                               (8,000)     (4,550)
                                                         ---------   ---------
                                                         $       -   $       -

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 an option, for a period of one year,  to
     acquire  all  rights, titles and interests for the above  two  screenplays.
     The  consideration for the option of acquisition is $2,500, with the  total
     consideration for both options being $5,000.  As at June 30, 2004, the  sum
     of  $3,350  remained  unpaid  and  is  included  in  accounts  payable  and
     stockholders' equity.  In accordance with SEC Staff Accounting Bulletin 5G:
     Transfers  of Non-monetary Assets by Promoters or Shareholders,  the  asset
     value  of  the  screenplays is recorded at nil, as it is  the  transferor's
     historical cost.

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

                                      F-10
<PAGE>
AMP PRODUCTIONS, LTD.
(A development stage company)
Notes to Financial Statements
March 31, 2004
(Expressed in U.S. Dollars)
--------------------------------------------------------------------------------
5.   Related Party Transactions and Commitments  (continued)

     (a)  In  the  event  that  a  theatrical or television  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.

6.   Comparative Figure

     Certain of the comparative figures have been reclassified to conform to the
current year's presentation.

                                      F-11
<PAGE>
Item 2.   Management's Discussion and Analysis or Plan of Operations

Financial Condition, Liquidity and Capital Resources

Since inception on February 27, 2003, the purpose of our Company has been to
develop and produce commercially salable feature-length motion pictures that can
be produced for up to $10 million, but which have enduring value in all media.
Our Company's principal capital resources have been acquired through issuance of
common stock and from shareholder loans.

On June 30, 2004, we had working capital of $74,536 compared to negative working
capital of $(17,669) on March 31, 2004.  This change is primarily the  result of
our public offering.

On June 30, 2004, our Company had total assets of $81,371 consisting of cash,
which compares with our Company's assets on March 31, 2004, of $9,124.

On June 30, 2004, our Company's total liabilities were $6,835. Our total
liabilities on March 31, 2004, were $26,793. The decrease in liabilities arose
primarily from the payment in full of our outstanding promissory note in the
amount of $10,387 (principal and interest), and the payment of debts owing to
trade creditors.

Our Company has not earned revenue since inception.  Until the Company commences
business operations, it expects to survive primarily with funding from sales of
its securities and, as necessary, from shareholder loans.

Our Company issued a promissory note to an unrelated party on March 3, 2003.
Under the terms of the note, which was unsecured, we agreed to pay the lender
the sum of $10,000 on March 3, 2005, with interest accruing at an annual
interest rate of 5%.  Proceeds from the loan were used to pay for legal fees,
accounting fees, and miscellaneous expenses.  On June 16, 2004, we repaid in
full the principal and all accrued interest ($387).

Results of Operations

Our Company posted losses of $4,335 for the three months ending June 30, 2004.
The principal components of the loss were legal and accounting expenses.
Operating expenses for the three months ending June 30, 2004 were $5,599
compared to operating expenses of $5,404 for the three month period ending June
30, 2003.

Item 3.    Controls and Procedures

(a)  Evaluation of Disclosure Controls and Procedures.

Our Chief Executive Officer, who is also our Chief Financial Officer, has,
within 90 days of the filing date of this report, evaluated our internal
controls and procedures designed to ensure that information required to be
disclosed in reports under the Securities Exchange Act of 1934 is recorded,
processed, summarized and reported within specified time periods. After such
review, the Company's Chief Executive Officer and Chief Financial Officer
concluded that said information was accumulated and communicated to management
as appropriate to allow timely decisions regarding required disclosure.

(b)  Changes in Internal Controls.

There were no significant changes in our internal controls or in other factors
that could significantly affect these controls subsequent to the evaluation
referred to in paragraph (a) above.
                                      F-12
<PAGE>
Part II.  Other Information

Item 1.   Legal Proceedings

The Company is not a party to any material legal proceedings and to its
knowledge, no such proceedings are threatened or contemplated.

Item 2.   Changes in Securities and Use of Proceeds

At present, our common stock is not traded publicly.

As of June 30, 2004, there were 22 owners of  record of the Company's common
stock.

Recent Sales of Registered Securities

On March 23, 2003, AMP issued 6,000,000 restricted common shares 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, AMP issued 2,000,000 restricted common shares 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 upon 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.

Dividend Policy

Our Board of Directors may declare and pay dividends on outstanding shares of
common stock out of funds legally available therefor in our sole discretion;
however, to date no dividends have been paid on common stock and we do not
anticipate the payment of dividends in the foreseeable future.

Use of Proceeds from Registered Securities

On June 19, 2003, we filed Registration Statement with the Securities and
Exchange Commission in respect of an initial public offering of 1,750,000 shares
our voting common stock at an offering price of $0.10 per share.  On December
18, 2003, the Securities and Exchange Commission declared our Form SB-2
Registration Statement (Commission  File  No. 333-106291) effective.

Our offering commenced on January 23, 2004, and terminated on June 16, 2004,
prior to the sale of all our shares.  We sold a total of 1,063,400 shares
through the offering at a price of $0.10 per share, resulting in gross proceeds
of $106,340.

The following table sets out the calculation of net proceeds from our public
offering during the period from December 18, 2003, the effective date of our
Form SB-2 Registration Statement, until  June 30, 2004:

                                                      Amount ($)

     Gross offering proceeds as of June 30, 2004     106,340

     Offering  expenses incurred from December 18, 2003 to June 30, 2004 (1)

          Printing & Shipping Expenses                   998
          Accounting Fees                              2,438
          Legal Fess                                   5,000
          Transfer & Miscellaneous Expenses              801
                                                      ------
                                                       9,237

     Use of Proceeds from December 18, 2003 to June 30, 2004 (1)

          Options to Acquire Literary Properties       1,650
          Debt Repayment                              10,387
          Working Capital (Bank Charges)                 208
          Working Capital (Office Expenses)            3,756
                                                      ------
                                                      16,001

     Net offering proceeds as of June 30, 2004        81,102

(1)  All expenses paid directly to independent third parties.


Item 3.   Default Upon Senior Notes

Not applicable.


Item 4.   Submission of Matters to a Vote of Security Holders

None.


Item 5.   Other Information

None.


Item 6.    Exhibits


(a)   Exhibit  Description

      31.1     Certification Pursuant to 18 U.S.C. Section 1350, as Adopted
               Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

      32.1     Officers' Certification


Signatures

In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                    AMP PRODUCTIONS, LTD.
                    (Registrant)

Date: August 15, 2004         /s/ Thomas E. Mills
                              Thomas E. Mills
                              President & Chief Financial Officer

                                      F-14
<PAGE>
                                  Exhibit 31.1

                                  Certification

I, Thomas E. Mills, certify that:

1.   I have reviewed this quarterly report on Form 10-QSB of AMP Productions,
Ltd.;

2.   Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;

3.   Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;

4.   I am responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the
registrant and I have:

     a)   designed such disclosure controls and procedures to ensure that
          material information relating to the registrant, including its
          consolidated subsidiaries, is made known to me by others within those
          entities, particularly during the period in which this annual report
          is being prepared;

     b)   evaluated the effectiveness of the registrant's disclosure controls
          and procedures as of a date within 90 days prior to the filing date of
          this annual report (the "Evaluation Date"); and

     c)   presented in this annual report our conclusions about the
          effectiveness of the disclosure controls and procedures based on my
          evaluation as of the Evaluation Date;

5.   I have disclosed, based on our most recent evaluation, to the registrant's
auditors and the audit committee of registrant's board of directors (or persons
performing the equivalent function):

     a)   all significant deficiencies in the design or operation of internal
          controls which could adversely affect the registrant's ability to
          record, process, summarize and report financial data and have
          identified for the registrant's auditors any material weaknesses in
          internal controls; and

     b)   any fraud, whether or not material, that involves management or other
          employees who have a significant role in the registrant's internal
          controls.

6.   I have indicated in this quarterly report whether there were significant
changes in internal controls or in other factors that could significantly affect
internal controls subsequent to the date of my most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.

August 15, 2004

By /s/ Thomas E. Mills
   Thomas E. Mills
   President & Chief Financial Officer

                                      F-15
<PAGE>
                                  EXHIBIT 32.1

                           CERTIFICATIONS PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the quarterly report of AMP Productions, Ltd. on Form 10-QSB
for the quarter ended June 30, 2004 as filed with the Securities and Exchange
Commission on the date hereof (the Report), I, Thomas E. Mills, Chief Executive
Officer, President, and Chief Financial Officer of the Company, certify,
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, that:

(1)  The Report fully complies with the requirements of section 13(a) or 15(d)
of the Securities Exchange Act of 1934, as amended; and

(2)  The information contained in the Report fairly presents, in all material
respects, the financial condition and results of operations of the Company.

Date: August 15, 2004           By /s/ Thomas E. Mills
                                   Thomas E. Mills
                                   President & Chief Financial Officer


                                      F-16