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

Current
  Cash and cash equivalents                        $      61,769   $       9,124

Screenplays (Note 5)                                          -                -
--------------------------------------------------------------------------------
Total assets                                       $      61,769   $       9,124
================================================================================

LIABILITIES AND STOCKHOLDERS' DEFICIENCY

Liabilities

Current
  Accounts payable and accrued liabilities         $           2   $      11,469
  Due to related parties (Note 5)                          2,000           5,000
  Promissory note and accrued interest (Note 3)                -          10,324
--------------------------------------------------------------------------------
Total liabilities                                  $       2,002   $      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      (42,373)        (23,269)
--------------------------------------------------------------------------------
Total stockholders' equity (deficit)               $      59,767   $    (17,669)
--------------------------------------------------------------------------------
Total liabilities and stockholders' deficit        $      61,769   $       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 September 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                         -            -                   -                               (19,104)
------------------------------------- ------------- -----------   --------------    ------------------    -------------
Balance, September 30, 2004           9,063,400     $    906             101,234           (42,373)              59,767
===================================== ============= ===========   ==============    ==================    =============
</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)
<TABLE>
<S>                                 <C>             <C>             <C>             <C>             <C>
=================================================================================================================
                                    Cumulative
                                    February 27
                                    2003            Three Months    Three Months    Six Months      Six Months
                                    (inception) to  Ended           Ended           Ended           Ended
                                    September 30    September 30    September 30    September 30    September 30
                                    2004            2004            2003            2004            2003
-----------------------------------------------------------------------------------------------------------------
General and administrative expenses
  Accounting                        $       7,955   $       3,358   $       3,028   $       2,231   $       3,827
  Consulting                                8,427           3,000               -           3,000               -
  Interest and bank charges                 1,298              23              76             294             151
  Legal                                     5,105         (1,408)           1,162         (1,408)           5,633
  Listing and filing fees                   5,111             111               -             661               -
  Office                                   15,575          10,313              18          15,417              77
  Printing                                  1,000               -               -               -               -
  Transfer Expenses                           801               -               -             801               -
-----------------------------------------------------------------------------------------------------------------
Operating (loss)                         (45,272)        (15,397)         (4,284)        (20,996)         (9,688)
-----------------------------------------------------------------------------------------------------------------
Other income
  Foreign exchange gain                     2,899             628               -           1,892               -

Net loss for the period             $    (42,373)   $    (14,769)   $     (4,284)   $    (19,104)   $     (9,688)

Basic and diluted Loss per share                    $        0.00   $        0.00   $        0.00   $        0.00
=================================================================================================================
Weighted average number of
  common shares outstanding
  - basic and diluted                                   8,337,514       8,000,000       8,286,671       8,000,000
=================================================================================================================
</TABLE>
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)
<TABLE>
<S>                                 <C>             <C>             <C>             <C>             <C>
=================================================================================================================
                                    Cumulative
                                    February 27
                                    2003            Three Months    Three Months    Six Months      Six Months
                                    (inception) to  Ended           Ended           Ended           Ended
                                    September 30    September 30    September 30    September 30    September 30
                                    2004            2004            2003            2004            2003
-----------------------------------------------------------------------------------------------------------------
Cash flows from
  (used in) operating activities

Loss for the period                 $   (42,373)    $   (14,769)    $    (4,284)    $   (19,104)    $     (9,688)
Changes in non-cash
  working capital items:
  - accounts payable and
    accrued liabilities                        2         (3,483)           4,190        (11,467)            3,804
-----------------------------------------------------------------------------------------------------------------
                                        (42,371)        (18,252)            (94)        (30,571)            5,884
-----------------------------------------------------------------------------------------------------------------
Cashflows used in
  investing activities

  purchase of screenplays                (3,000)         (1,350)               -         (3,000)                -
  payment of promissory note            (10,000)               -               -        (10,000)                -
-----------------------------------------------------------------------------------------------------------------
                                        (13,000)         (1,350)               -        (13,000)                -
-----------------------------------------------------------------------------------------------------------------
Cash flows from
  financing activities

  Promissory note                         10,000               -              76           (324)              151
  Proceeds from issuance of
     common stock                        107,140               -               -          96,540                -
-----------------------------------------------------------------------------------------------------------------
                                         117,140               -              76          96,216              151
-----------------------------------------------------------------------------------------------------------------
Increase in cash and
  cash equivalents                        61,769        (19,602)              18          52,645          (5,733)

Cash and cash equivalents,
   beginning of period                         -          81,371              70           9,124            5,785
-----------------------------------------------------------------------------------------------------------------
Cash and cash equivalents,
   end of period                     $    61,769    $     61,769    $      5,785    $     61,769    $          52
-----------------------------------------------------------------------------------------------------------------
Supplemental information:
  Non-cash investing activities:
     Screenplays                     $   (5,000)    $          -    $          -    $          -    $           -
=================================================================================================================
</TABLE>
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
September 30, 2004
(Unaudited - Prepared by Management)
(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 September 30,
        2004 and 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
        September 30, 2004, 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
September 30, 2004
(Unaudited - Prepared by Management)
(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 September 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
September 30, 2004
(Unaudited - Prepared by Management)
(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 year ended March
        31, 2004, or the period ending September 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 September 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
September 30, 2004
(Unaudited - Prepared by Management)
(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
September 30, 2004
(Unaudited - Prepared by Management)
(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 March 31, 2004, the Company has estimated net operating losses
        carryforward for tax purposes of $23,000.  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 September 30, 2004, the sum of $2,000 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
September 30, 2004
(Unaudited - Prepared by Management)
(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 September 30, 2004, we had negative working capital of $(42,373) compared to
negative working capital of $(23,269) on March 31, 2004.  This change is
primarily the result of office expenses, and expenses arising from our public
offering.

On September 30, 2004, our Company had total assets of $61,769 consisting of
cash, which compares with our Company's assets on March 31, 2004, of $9,124.

On September 30, 2004, our Company's total liabilities were $2,002. 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 $14,769 and $19,104 for the three and six month
periods ended September 30, 2004. The principal components of the loss were
office expenses, primarily rent and equipment.  Operating expenses for the
three and six month periods ended September 30, 2004 were $15,397 and $20,996
compared to operating expenses of $4,284 and $9,688 for the three and six month
periods ended September 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 September 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  September 30, 2004:

                                                                    Amount ($)
                                                                    ----------
Gross offering proceeds as of September 30, 2004                       106,340

Offering  expenses incurred from December 18, 2003
   to September 30, 2004 (1)
      Printing & Shipping Expenses                                         998
      Accounting Fees                                                    5,510
      Legal Fess                                                         7,029
      Transfer & Miscellaneous Expenses                                   $912
                                                                    ----------
                                                                        14,449

                                      F-13
<PAGE>
Use of Proceeds from December 18, 2003
   to September 30, 2004 (1)
      Options to Acquire Literary Properties                             ,3000
      Debt Repayment                                                    10,387
      Working Capital (1)                                                9,349
      Equipment                                                          4,330
                                                                    ----------
                                                                        30,066
                                                                    ----------
Net offering proceeds as of Sepetember 30, 2004                         61,825


(1)  Includes $2,143 reimbursed to our President, Thomas Mills, for
disbursements incurred by him on behalf of AMP Productions, Ltd., primarily for
travel and office expenses.


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: November 12, 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.

November 12, 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: November 12, 2004         By /s/ Thomas E. Mills
                                   Thomas E. Mills
                                   President & Chief Financial Officer



                                      F-16