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SEC Comment Letter for AMP PRODUCTIONS LTD (CIK 0001242513) — Feb 1, 2005

AMP PRODUCTIONS LTD (CIK 0001242513)
Date: Feb. 1, 2005 · CIK: 0001242513 · Accession: 0000000000-05-005173

AI Filing Summary & Sentiment

File numbers found in text: 333-121503

Date
January 27, 2005
Author
Max A. Webb
Form
UPLOAD
Company
AMP PRODUCTIONS LTD (CIK 0001242513)

Letter

January 27, 2005 Via U.S. Mail and Fax (604) 639-3196 Mr. Thomas Mills President and Director AMP Productions, Ltd. 500-666 Burrard Street Vancouver, BC V6C 2X8 CANADA

Re: AMP Productions, Ltd. Form SB-2, Amendment No. 1 filed on January 21, 2005 File No. 333-121503

Dear Mr. Mills,

We have reviewed your filing and have the following comments. Where indicated, we think you should revise your document in response to these comments. If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary. Please be as detailed as necessary in your explanation. In some of our comments, we may ask you to provide us with supplemental information so we may better understand your disclosure. After reviewing this information, we may or may not raise additional comments.

The purpose of our review process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing. We look forward to working with you in these respects and welcome any questions you may have about our comments or on any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter.

Prospectus Summary, page 3 AMP Productions, Ltd., page 3 1. We have reviewed your supplemental response to our prior comment 7. In an appropriate section, please expand your disclosure to discuss your approach to selecting screenplays.

Risk Factors, page 6 2. Please replace the risk factor you deleted called "We will not return your investment, even if this offering does not raise a sufficient amount of capital."

Management`s Discussion and Analysis or Plan of Operation, page 12 3. We have reviewed your supplemental response to our prior comment 16. Please expand your disclosure to discuss screenwriting rates. Also, please discuss the upper threshold of your screenwriting budget and how that amount was determined by management.

* * * * *

As appropriate, please amend the registration statement in response to these comments. You may wish to provide us with marked copies of the amendment to expedite our review. Please furnish a cover letter with your amendment that keys your responses to our comments and provides any requested supplemental information. Detailed cover letters greatly facilitate our review. Please understand that we may have additional comments after reviewing your amendment and responses to our comments.

We will consider a written request for acceleration of the effective date of the registration statement as a confirmation of the fact that those requesting acceleration are aware of their respective responsibilities under the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed public offering of the securities specified in the above registration statement. We will act on the request and, pursuant to delegated authority, grant acceleration of the effective date.

We direct your attention to Rules 460 and 461 regarding requesting acceleration of a registration statement. Please allow adequate time after the filing of any amendment for further review before submitting a request for acceleration. Please provide this request at least two business days in advance of the requested effective date.

You may contact Rolaine Bancroft at (202) 824-5537 or me at (202) 942-1850 if you have any questions.

Regards,
Max A. Webb
Assistant Director
??

Show Raw Text
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Mail Stop 03-05

							January 27, 2005

Via U.S. Mail and Fax (604) 639-3196

Mr. Thomas Mills
President and Director
AMP Productions, Ltd.
500-666 Burrard Street
Vancouver, BC  V6C 2X8
CANADA

Re: 	AMP Productions, Ltd.
	Form SB-2, Amendment No. 1 filed on January 21, 2005
	File No. 333-121503

Dear Mr. Mills,

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.

      The purpose of our review process is to assist you in your
compliance with the applicable disclosure requirements and to
enhance
the overall disclosure in your filing.  We look forward to working
with you in these respects and welcome any questions you may have
about our comments or on any other aspect of our review.  Feel
free
to call us at the telephone numbers listed at the end of this
letter.

Prospectus Summary, page 3
AMP Productions, Ltd., page 3
1. We have reviewed your supplemental response to our prior
comment
7.  In an appropriate section, please expand your disclosure to
discuss your approach to selecting screenplays.

Risk Factors, page 6
2. Please replace the risk factor you deleted called "We will not
return your investment, even if this offering does not raise a
sufficient amount of capital."

Management`s Discussion and Analysis or Plan of Operation, page 12
3. We have reviewed your supplemental response to our prior
comment
16.  Please expand your disclosure to discuss screenwriting rates.
Also, please discuss the upper threshold of your screenwriting
budget
and how that amount was determined by management.

* * * * *

      As appropriate, please amend the registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.

      We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

      You may contact Rolaine Bancroft at (202) 824-5537 or me at
(202) 942-1850 if you have any questions.

      Regards,

Max A. Webb
      Assistant Director
??

??

??

??

Mr. Thomas Mills
AMP Productions, Ltd.
Page 1

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