0001144204-11-020679.txt : 20110407 0001144204-11-020679.hdr.sgml : 20110407 20110407135934 ACCESSION NUMBER: 0001144204-11-020679 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20110407 DATE AS OF CHANGE: 20110407 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Zeng Hua CENTRAL INDEX KEY: 0001517510 FILING VALUES: FORM TYPE: SC 13D MAIL ADDRESS: STREET 1: BAGUA 1ST RD, 9TH FLOOR STREET 2: PENGJI COMMERCIAL SPACE BUILDING CITY: FUTIAN DISTRICT, SHENZHEN STATE: F4 ZIP: 518028 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AMP PRODUCTIONS LTD CENTRAL INDEX KEY: 0001242513 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MOTION PICTURE & VIDEO TAPE PRODUCTION [7812] IRS NUMBER: 980400189 STATE OF INCORPORATION: NV FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-83585 FILM NUMBER: 11745778 BUSINESS ADDRESS: STREET 1: BAGUA 1ST RD., 9TH FLOOR STREET 2: PENGJI COMMERCIAL SPACE BUILDING CITY: FUTIAN DISTRICT, SHENZHEN STATE: F4 ZIP: 518028 BUSINESS PHONE: 6046393178 MAIL ADDRESS: STREET 1: BAGUA 1ST RD., 9TH FLOOR STREET 2: PENGJI COMMERCIAL SPACE BUILDING CITY: FUTIAN DISTRICT, SHENZHEN STATE: F4 ZIP: 518028 SC 13D 1 v217864_sc13d.htm SC 13D
 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

AMP Productions, Ltd.
(Name of Issuer)

Common Stock, $.0001 par value per share
(Title of Class of Securities)

032002 20 6
(CUSIP Number)

James Shafer
The Crone Law Group
101 Montgomery Street Suite 2650
San Francisco, CA  94104
415-955-8900
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)

March 31, 2011
(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box: ¨ .

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.
 
 
 
 
 
 
CUSIP No. 032002 20 6
 
 
 
1)  Name of Reporting Person:
 
Hua Zeng
 
 
2)  Check the Appropriate Box if a Member of a Group (See Instructions)
 
(a)  ¨
(b)  ¨
 
 
3) SEC Use Only
 
 
 
4) Source of Funds (See Instructions)
 
PF
 
 
5)  Check if Disclosure of Legal Proceedings is Required Pursuant To Items 2(d) or 2(e) ¨
 
 
 
6)  Citizenship Or Place Of Organization
 
People’s Republic of China
 

 
(7)
Sole Voting Power
  
   
9,647,768
  
Number of
  
  
  
Shares
      
Beneficially
(8)
Shared Voting Power
  
Owned
  
567,070
  
By Each
  
  
  
Reporting
      
Person With
(9)
Sole Dispositive Power
  
   
9,647,768
  
       
       
 
(10)
Shared Dispositive Power
  
   
567,070
  
       
 
11)  Aggregate Amount Beneficially Owned by Each Reporting Person
 
10,214,838
 
 
12)  Check if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
 
 
13)  Percent of Class Represented by Amount in Row 11
 
31.4% (1)
 
 
14) Type of Reporting Person
IN
 
(1) Based on 32,503,652 shares of common stock issued and outstanding as of the date of this report.
 
 
(Page 2 of 5 Pages)
 

Item 1.  Security and Issuer

This Schedule 13D relates to the common stock, par value $.0001 (the “Common Stock”), of AMP Productions Ltd., a Nevada corporation (the “Company”).  The address of the Company’s principal executive office is Bagua 1st Rd., 9th Floor, Pengji Commercial Space Building, Futian District, Shenzhen, China 518028.

Item 2.  Identity & Background

 
(a)
The person filing this Statement is Mr. Hua Zeng, a natural person (the “Reporting Person”).

 
(b)
The business address of Mr. Zeng is Bagua 1st Rd., 9th Floor, Pengji Commercial Space Building, Futian District, Shenzhen, China 518028.

 
(c)
The principal occupation of Mr. Zeng is serving as Chairman of the Board of the Company. The principal business of the Company is providing 3D digital visual services.

 
(d)
During the past five years, Mr. Zeng has not been convicted in any criminal proceeding (excluding traffic violations and similar misdemeanors).

 
(e)
During the past five years, Mr. Zeng has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

 
(f)
Mr. Zeng is a citizen of the People’s Republic of China.

Item 3.      Source and Amount of Funds or Other Consideration
 
The Reporting Person received the securities covered by this statement pursuant to that certain Share Purchase and Exchange Agreement, dated March 31, 2011, by and between the Company, China Digital Image Organization Co., Limited (“China Digital”), the shareholders of China Digital and Thomas Mills (the “Share Exchange Agreement”). Pursuant to the Share Exchange Agreement, all the issued and outstanding shares of China Digital were exchanged for 31,528,651 shares of common stock. The Reporting Person received 9,647,768 shares of common stock in the exchange.

Pursuant to the Share Exchange Agreement, Thomas Mills sold 567,070 shares of the Company’s common stock to Truth Giver Group Limited, a BVI company, for an aggregate payment of $300,000.  The Reporting Person owns 51% of Truth Giver Group Limited. The $300,000 purchase price was loaned to Truth Giver Group Limited from the personal funds of the Reporting Person.

Item 4.      Purpose of Transaction
 
The Reporting Person acquired the Company’s common stock pursuant to the Share Exchange Agreement as described in Item 3 above.

Depending on market conditions and other factors, Mr. Zeng may acquire additional securities of the Company as Mr. Zeng deems appropriate, whether in open market purchases, privately negotiated transactions, private placements with the Company or otherwise.  Mr. Zeng also reserves the right to dispose of some or all of his shares in the open market, in privately negotiated transactions to third parties or otherwise.

Upon the closing of the Share Exchange Agreement, Thomas Mills, the Company’s former CEO, President, CFO, Secretary, Treasurer and a director, submitted a resignation letter pursuant to which he resigned from all offices that he held effective upon the closing and from his position as the Company’s director that will become effective on the tenth day following the mailing by the Company of an information statement, or the Information Statement, to the Company’s stockholders that complies with the requirements of Section 14f-1 of the Exchange Act. In addition, the Company’s board of directors on March 31, 2011, increased the size of the Company’s board of directors to three directors and appointed Hua Zeng (Chairman of the Board), Jing Wang and Yongqing Ma to fill the vacancies created by such resignations and increase in the size of the board, which appointments will become effective upon the effectiveness of the resignations of Thomas E. Mills as a director on the tenth day following the mailing by us of the Information Statement to our stockholders.
 
 
(Page 3 of 5 Pages)
 
 
Item 5.      Interest in Securities of the Company.
 
 
(a)
The aggregate number and percentage of shares of common stock of the Company beneficially owned by the Reporting Person is 10,214,838 shares, or 31.4% of the outstanding common stock of the Company, based on 32,503,652 shares of common stock outstanding as of the date of this report.

 
(b)
Mr. Zeng has the sole power to vote or direct the vote, and to dispose or direct the disposition, of 9,647,768 shares of common stock of the Company.  Mr. Zeng has shared power to vote or direct the vote, and to dispose or direct the disposition of, 567,070 shares of the common stock of the Company.  Such power is shared with Ms. Jing Wang.  The business address of Ms. Wang is Bagua 1st Rd., 9th Floor, Pengji Commercial Space Building, Futian District, Shenzhen, China 518028.  The principal occupation of Ms. Wang is serving as Chief Executive Officer and President of the Company.  The principal business of the Company is providing 3D digital visual services.  During the past five years, Ms. Wang has not been convicted in any criminal proceeding (excluding traffic violations and similar misdemeanors).  During the past five years, Ms. Wang has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.  Ms. Wang is a citizen of the People’s Republic of China.

 
(c)
Other than as described in Items 3 and 4 above, the Reporting Person has not been involved in any transaction in the shares of common stock of the Company in the past sixty days.

 
(d)
No person, other than Mr. Zeng, is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the 10,214,838 shares of common stock of the Company.
 
Item 6.      Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Company.
 
Except as set forth above, there are no contracts, arrangements, understandings or relationships between the Reporting Person and any other person with respect to any securities of the Company.
 
Item 7.      Materials to be Filed as Exhibits.
 
Exhibit 1
Share Purchase and Exchange Agreement, dated as of March 31, 2011, among AMP Productions, Ltd., China Digital Image Organization Co., Limited, the shareholders of China Digital and Thomas Mills (attached as an exhibit to the Company’s current report on Form 8-K filed on April 5, 2011).

 
(Page 4 of 5 Pages)
 
 
SIGNATURE
 
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
 
Dated:   April 7, 2011
 
 
/s/ Hua Zeng
 
Hua Zeng
 
 
(Page 5 of 5 Pages)