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

                                   FORM  10-QSB/A

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

                For  the  quarterly  period  ended  June  30,  2005

[ ] 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) 639-3178

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

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

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

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [ ] No [X]

There were 9,750,000 shares of Common Stock outstanding as of June 30, 2005.

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



<PAGE>
                         PART I -- FINANCIAL INFORMATION

ITEM  1.     FINANCIAL  STATEMENTS

<TABLE>
<CAPTION>



AMP PRODUCTIONS, LTD.
(A development stage company)

Balance Sheet
June 30, 2005
(Unaudited - Prepared by Management)
(EXPRESSED IN U.S. DOLLARS)
----------------------------------------------------------------------------------------------------------
                                                                          June 30, 2005    March 31, 2005
<S>                                                                      <C>              <C>
ASSETS

CURRENT
  Cash                                                                   $      106,813   $       113,049
  Prepaid expenses                                                                2,771             3,070
----------------------------------------------------------------------------------------------------------
TOTAL CURRENT ASSETS                                                            109,584           116,119
----------------------------------------------------------------------------------------------------------
EQUIPMENT, net                                                                    3,610             4,046
----------------------------------------------------------------------------------------------------------
TOTAL ASSETS                                                             $      113,195   $       120,165
==========================================================================================================

LIABILITIES AND STOCKHOLDERS' DEFICIENCY

LIABILITIES

CURRENT
  Accounts payable and accrued liabilities                               $        1,997   $           980
  Due to related parties (Note 4)                                                   500             2,000
  Promissory note and accrued interest (Note 3)                                       -                 -
----------------------------------------------------------------------------------------------------------
TOTAL LIABILITIES                                                                 2,497             2,980
----------------------------------------------------------------------------------------------------------
COMMITMENTS AND CONTINGENCIES (NOTE 4)

STOCKHOLDERS' EQUITY (DEFICIENCY)

SHARE CAPITAL
  Authorized:
    100,000,000 common shares with a par value of $0.0001 per share
  Issued and outstanding:  9,750,000 common shares                                  975               975
               (March 31, 2005 - 9,750,000)
ADDITIONAL PAID-IN CAPITAL                                                      166,825           166,825

(DEFICIT) ACCUMULATED DURING THE DEVELOPMENT STAGE                              (57,102)          (50,615)
----------------------------------------------------------------------------------------------------------
TOTAL STOCKHOLDERS' EQUITY (DEFICIENCY)                                         110,698           117,185
----------------------------------------------------------------------------------------------------------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                              $      113,195   $       120,165
==========================================================================================================
<FN>
THE  ACCOMPANYING  NOTES  ARE  AN  INTEGRAL  PART  OF  THESE  FINANCIAL  STATEMENTS.
</TABLE>

<PAGE>
<TABLE>
<CAPTION>

AMP  PRODUCTIONS,  LTD.
(A  development  stage  company)

Statement  of  Stockholders'  Deficiency
For  the  period  from  February  27,  2003  (inception)  to  June  30,  2005
(Unaudited  -  Prepared  by  Management)
(EXPRESSED  IN  U.S.  DOLLARS)
---------------------------------------------------------------------------------------------------------------
                                                                                        Deficit
                                                                                    accumulated
                                                                                         during           Total
                                                  Common stock         Additional   development   stockholders'
                                                Shares   Amount   paid-in capital         stage      deficiency
---------------------------------------------------------------------------------------------------------------
<S>                                          <C>         <C>      <C>               <C>           <C>
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)

Loss and comprehensive 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

Loss and comprehensive 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
  February 11, 2005 - March 31, 2005,
0.10 per share, net of share issuance
cost of $3,000                               1,652,000   $  165   $  162,035        $        -    $  162,200

Loss and comprehensive loss for the period           -        -            -            (4,335)       (4,335)
---------------------------------------------------------------------------------------------------------------
Balance, March 31, 2005                      9,750,000   $  975      166,825           (50,615)      117,185
---------------------------------------------------------------------------------------------------------------
Loss and comprehensive loss for the period           -        -            -            (6,487)       (6,487)
---------------------------------------------------------------------------------------------------------------
Balance, June 30, 2005                       9,750,000   $  975      166,825           (57,102)      110,698
===============================================================================================================
<FN>
THE  ACCOMPANYING  NOTES  ARE  AN  INTEGRAL  PART  OF  THESE  FINANCIAL  STATEMENTS.
</TABLE>

<PAGE>

<TABLE>
<CAPTION>



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
                                                2005           2005           2004
-----------------------------------------------------------------------------------
<S>                                   <C>              <C>             <C>
GENERAL AND ADMINISTRATIVE EXPENSES
  Accounting                          $       9,523    $         -    $     (1,127)
  Amortization                                1,610            435               -
  Bank charges                                1,300             64             105
  Consulting                                  6,850            923               -
  Interest on promissory note                    87              -             166
  Legal                                       9,036              -               -
  Listing and filing fees                     7,794            160             550
  Office                                      2,624            609           5,104
  Printing                                    1,014             14               -
  Rent                                       16,092          2,445               -
  Transfer expense                                -              -             801
  Travel                                      2,918          1,837               -
-----------------------------------------------------------------------------------
OPERATING (LOSS)                            (58,848)        (6,487)         (5,599)
-----------------------------------------------------------------------------------
OTHER INCOME
  Foreign exchange gain                       1,746              -           1,264
-----------------------------------------------------------------------------------
NET LOSS FOR THE PERIOD               $     (57,102)   $    (6,487)   $     (4,335)

BASIC AND DILUTED LOSS PER SHARE                       $     (0.00)   $      (0.00)
===================================================================================
WEIGHTED AVERAGE NUMBER OF
  COMMON SHARES OUTSTANDING
  - basic and diluted                                    8,748,427       8,050,843
===================================================================================
<FN>
THE  ACCOMPANYING  NOTES  ARE  AN  INTEGRAL  PART  OF  THESE  FINANCIAL STATEMENTS.
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

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
                                                            2005           2005           2004
-----------------------------------------------------------------------------------------------
<S>                                               <C>              <C>            <C>
CASH FLOWS FROM (USED IN) OPERATING ACTIVITIES
Loss for the period                               $  (57,102)      $   (6,487)    $  (4,335)
Adjust for items not involving cash:
  - amortization                                       1,610              435             -

CHANGES IN OTHER ASSETS AND LIABILITIES:
  -  increase in prepaid expenses                     (2,771)             299             -
  -  increase (decrease) in accounts payable and
accrued liabilities                                    1,997            1,017        (7,984)
  -  decrease in due to a related party               (4,500)          (1,500)       (1,650)
-----------------------------------------------------------------------------------------------

NET CASH USED IN OPERATING ACTIVITIES                (60,766)          (6,236)      (12,319)
-----------------------------------------------------------------------------------------------

CASH FLOWS USED IN INVESTING ACTIVITIES
  purchase equipment                                  (5,221)               -             -
-----------------------------------------------------------------------------------------------

CASH FLOWS FROM FINANCING ACTIVITIES
  Proceeds received on promissory note                10,324                -             -
  Repayment of promissory note                       (10,324)               -       (10,324)
  Proceeds from issuance of common stock             172,800                -        96,540
-----------------------------------------------------------------------------------------------

Net cash provided by financing activities            172,800                -        96,216
-----------------------------------------------------------------------------------------------

INCREASE IN CASH                                     106,813           (6,236)       72,247

CASH, beginning of period                                  -          113,049         9,124
-----------------------------------------------------------------------------------------------

CASH, end of period                               $  106,813       $  106,813     $  81,371
===============================================================================================

SUPPLEMENTAL INFORMATION:
  Non-cash investing activities:  Screenplays     $   (5,000)      $        -     $  (5,000)
  Interest expenses paid in cash                         387                -             -

<FN>
THE  ACCOMPANYING  NOTES  ARE  AN  INTEGRAL  PART  OF  THESE  FINANCIAL  STATEMENTS.
</TABLE>

<PAGE>


AMP  PRODUCTIONS,  LTD.
(A  development  stage  company)

Notes  to  Financial  Statements
June  30,  2005
(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 U.S. generally
accepted accounting principles applicable to a going concern, which contemplates
the realization of assets and the satisfaction of liabilities and commitments in
the  normal  course  of  business. The Company has incurred operating losses and
requires additional funds to maintain its operations. Management's plans in this
regard  are  to  raise  equity  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, 2005 the Company has no cash
equivalents.

(b)     Accounting  Estimates

The  preparation  of  financial  statements  in  conformity  with U.S. generally
accepted  accounting  principles  requires  management  to  make  estimates  and
assumptions  that  affect  the  reported  amounts  of assets and liabilities and
disclosure  of  contingent  assets  and liabilities at the date of the financial
statements  and  the  reported  amounts  of  revenues  and  expenses  during the
reporting  period.  Actual  results  could  differ  from  those  estimates  and
assumptions.

(c)     Advertising  Expenses

The  Company  expenses  advertising  costs  as  incurred.  There  have  been  no
advertising  expenses  incurred  by  the  Company  since  the  inception.

(d)     Loss  Per  Share

Loss  per  share  is  computed  using  the  weighted  average  number  of shares
outstanding  during  the  period.  Diluted loss per share is equivalent to basic
loss  per  share.

(e)     Concentration  of  Credit  Risk

The  Company  places  its  cash  and  cash  equivalents with high credit quality
financial  institutions.


<PAGE>
2.     SIGNIFICANT  ACCOUNTING  POLICIES  (continued)

(f)     Foreign  Currency

Monetary items denominated in foreign currency are translated to U.S. dollars at
the  exchange  rate  in effect at the balance sheet date. Non-monetary items are
translated  at  the  exchange  rates  in  effect when the assets are acquired or
obligations incurred. Revenues and expenses are translated at the exchange rates
in effect at the time of the transactions. Foreign exchange gains and losses are
included  in  the  statement  of  operations.

(g)     Fair  Value  of  Financial  Instruments

The  respective carrying value of certain on-balance-sheet financial instruments
approximated  their  fair  value.  These  financial  instruments  include  cash,
accounts  payable,  due  to  a  related  party  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.

(h)     Income  Taxes

The  Company  recognizes  deferred  tax  liabilities and assets for the expected
future  tax  consequences  of  events that have been recognized in the Company's
financial  statements  or  tax  returns  using  the liability method. Under this
method,  deferred  tax  liabilities  and  assets  are  determined  based  on the
temporary difference between the financial statement and tax bases of assets and
liabilities  using  enacted  tax  rates  in  effect  in  the  years in which the
differences  are  expected to reverse. A valuation allowance is provided for the
portion  of  deferred  tax assets that is more likely than not to be unrealized.

(i)     Stock-Based  Compensation

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  has  not  granted  any  stock  options  since  inception.


<PAGE>
2.     SIGNIFICANT  ACCOUNTING  POLICIES  (continued)

(j)     Comprehensive  Income

Comprehensive income comprises equity except those resulting from investments by
owners  and  distributions  to  owners.  The  Company  has no elements of "other
comprehensive  income"  since  the  inception.

(k)     Equipment

Equipment  consists  of  computer  equipment,  which  is  stated  at cost and is
depreciated  under  the  straight-line method over the estimated useful lives of
the  asset.  Expenditures  for  betterments and additions are capitalized, while
replacement,  maintenance  and  repairs,  which  do  not extend the lives of the
respective  assets,  are  charged  to  expense  when  incurred.

(l)     Long-Lived  Assets  Impairment

Long-term  assets  of  the  Company  are  reviewed when changes in circumstances
require  as  to  whether  their  carrying  value has become impaired. Management
considers  assets  to  be  impaired  if  the  carrying  value exceeds the future
projected  cash  flows  from  the  related  operations (undiscounted and without
interest  charges). If impairment is deemed to exist, the assets will be written
down  to  fair  value.

(m)     New  Accounting  Pronouncements

In December 2004, the FASB issued SFAS No. 153, Exchanges of Nonmonetary Assets,
an  amendment  of  APB No. 29, Accounting for Nonmonetary Transactions. SFAS No.
153  requires  exchanges of productive assets to be accounted for at fair value,
rather  than  at  carryover basis, unless (1) neither the asset received nor the
asset surrendered has a fair value that is determinable within reasonable limits
or  (2)  the  transactions  lack commercial substance. SFAS 153 is effective for
nonmonetary asset exchanges occurring in fiscal periods beginning after June 15,
2005.  The  adoption  of  FASB  No.  153  will not have a material impact on the
Company's  consolidated  financial  statements.

In  December  2004, the FASB issued SFAS No. 123(R), "Accounting for Stock-Based
Compensation".  SFAS  123(R)  establishes  standards  for  the  accounting  for
transactions  in  which  an entity exchanges its equity instruments for goods or
services.  This  Statement  focuses  primarily on accounting for transactions in
which  an  entity obtains employee services in share-based payment transactions.
SFAS  123(R)  requires  that  the  fair  value  of  such  equity  instruments be
recognized  as  expense  in  the historical financial statements as services are
performed.  Prior  to  SFAS  123(R),  only certain pro-forma disclosures of fair
value  were  required.  SFAS 123(R) shall be effective for the Company as of the
beginning  of  the  first  interim  or annual reporting period that begins after
April 1, 2006. The Company has not granted any stock option since inception. The
adoption  of  FASB  No.  123(R) will not have a material impact on the Company's
financial  statements.

3.     PROMISSORY  NOTE  AND  ACCRUED  INTEREST

--------------------------------------------------------------------------------
                                                                 2005       2004
--------------------------------------------------------------------------------
Principal,  unsecured  and  bearing  interest at 3% per annum       -   $ 10,000
Accrued  interest                                                   -        387
--------------------------------------------------------------------------------
                                                                 $  -   $ 10,387
================================================================================

As  at  June 30, 2005 the Company has fully paid the promissory note and accrued
interest.

<PAGE>

4.     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  was  granted an option 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. On March
2, 2005, the Company signed an Extension of Option to Purchase Agreement for the
two  screenplays  for  a  period  of  one  year,  at a nominal amount of $10 per
screenplay.  As  at  June  30,  2005,  the  sum  of  $500  remains  unpaid.

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:

(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.

5.     COMPARATIVE  FIGURE

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

<PAGE>

ITEM  2.     MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OR  PLAN  OF  OPERATIONS

FINANCIAL  CONDITION,  LIQUIDITY  AND  CAPITAL  RESOURCES

We  were  incorporated  for the purpose of developing, producing, marketing, and
distributing  low-budget  feature-length  films  to movie theaters and ancillary
markets.  Our  capital  has  been  obtained  via  issuance  of  common stock and
shareholder  loans.

On  December 18, 2003, the Securities and Exchange Commission declared effective
our Form SB-2 Registration Statement (Commission File No. 333-106291) concerning
our initial public offering of 1,750,000 voting shares of our Common Stock at an
offering  price  of  $0.10 per share. The offering commenced on January 23, 2004
and  was terminated on June 16, 2004. We sold 1,063,400 of the offered shares at
a  price  of  $0.10  per  share,  for  gross  proceeds  of  $106,340.

On  February 11, 2005, the Securities and Exchange Commission declared effective
our Form SB-2 Registration Statement (Commission File No. 333-121503) concerning
our  public offering of 686,600 voting shares of our Common Stock at an offering
price  of  $0.10  per share. The offering commenced on February 11, 2005 and was
terminated  on  May  12,  2005.  We sold all of the offered shares at a price of
$0.10  per  share,  for  gross  proceeds  of  $68,660.

As  of  June 30, 2005, we had total assets of $113,195, comprised of $106,813 in
cash,  $2,771 in prepaid expenses and $3,610 in capital assets. This resulted in
a  decrease  in  the  amount  of  $6,970  of  our  total assets of $120,165 from
March 31, 2005 primarily due to operating  expenses.

As  of  June  30, 2005, our total liabilities decreased nominally to $2,497 from
$2,980  as  of  March  31,  2005.

As  of  June  30, 2005, we had working capital of $106,813 compared with working
capital  of  $113,049  as  of  March  31,  2005.

We  have  not  generated  revenue since the date of inception. We presently have
sufficient  working  capital  to  satisfy  our cash requirements for the next 12
months  of  operations.

We  do not expect to purchase or sell any significant equipment nor do we expect
any  significant  changes  in  the  number  of  our  employees.

RESULTS  OF  OPERATIONS

We  posted an operating loss of $6,487 for the quarter ending June 30, 2005, due
primarily  to  travel  expenses, consulting fees, office expenses and rent. This
was a decrease from the operating loss of $5,599 for the quarter ending June 30,
2004.

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.


<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,  2005,  there were 90 owners of record of the Company's common
stock.

DIVIDEND  POLICY

Our  Board  of  Directors may declare and pay dividends on outstanding shares of
common  stock  out  of funds legally available there for 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  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. We sold
1,063,400  shares  through the offering at a price of $0.10 per share, for gross
proceeds  of  $106,340.

On  February  11, 2005, the Securities and Exchange Commission declared our Form
SB-2  Registration  Statement  (Commission  File  No. 333-121503) effective. Our
offering commenced on February 11, 2005, and terminated on May 12, 2005. We sold
686,600  shares  through  the  offering at a price of $0.10 per share, for gross
proceeds  of  $68,660.

The  total  gross  proceeds  from  both  offerings  were  $175,000.

The  following  table  sets  out the calculation of net proceeds from our public
offerings  during  the  period from December 18, 2003, the effective date of our
initial  Registration  Statement,  until  June  30,  2005:

                                                                     Amount  ($)

Gross  offering  proceeds  as  of  June  30,  2005                      175,000


Offering expenses incurred from December 18, 2003 to June 30, 2005

      Legal  fees  (1)                                                    3,000
--------------------------------------------------------------------------------

Total  Expenses                                                           3,000


Net  offering  proceeds  as  of  June  30,  2005                        172,000

      Debt  Repayment                                                    10,387

      Options  to  acquire  literary  properties                          4,000

      Motion  picture  development                                        2,027

      Motion  picture  pre-production                                     4,000

      Equipment                                                           4,330

      Working  capital                                                   20,142

      Other  professional  fees                                          18,547
--------------------------------------------------------------------------------

Total  use  of  net  proceeds                                            57,703

(1)  Offering  expenses  of  $3,000 were substantially less than the anticipated
aggregate  offering  expenses  in  the  amount  of  $22,500  for  both  of  our
registration statements. The Company incurred additional other professional fees
of  $16,500.  The  remainder of the difference will be used for working capital.


<PAGE>
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.

Date:  November 7, 2005           /s/  Thomas  E.  Mills
                                  ----------------------
                                  Thomas  E.  Mills
                                  President  &  Chief  Financial  Officer