**SECURITIES AND EXCHANGE COMMISSION****  Washington, D.C. 20549**

** Form 10-K**

**[X]      Annual Report under Section 13 or 15(d) of the Securities****  Exchange Act of 1934**** For the fiscal year ended December 31, 2008**

**or**

**[  ]      Transitional Report under Section 13 or 15(d) of the****  Securities Exchange Act of 1934**

| 000-51871              |
|------------------------|
|                        |
| Commission file number |

|                                                              |
|-------------------------------------------------------------------|
| **AMALGAMATED PICTURES CORP.**                                    |
|                                                                   |
| (Exact name of small business issuer as specified in its charter) |
|                                                              |

| **Florida**              |   | **20-2521015**                       |
|--------------------------|--------|--------------------------------------|
|                          |   |                                      |
| (State of incorporation) |   | (IRS Employer Identification Number) |

| **35 JA Ely Blvd., Suite 110****Dania Beach****, FL 33004** |
|-------------------------------------------------------------|
|                                                             |
| (Address of principal executive office)                     |

| **(305) 600-4449**          |
|-----------------------------|
|                             |
| (Issuer's telephone number) |

**Securities registered under Section 12(b) of the Exchange Act: NONE**

**Securities registered under to Section 12(g) of the Exchange Act:**

| **Common Stock: $.0001 Par Value****and****Warrants: Class A Warrant** |
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| (Title of Class)                                                       |

| **Check whether the registrant:**                                                                                                                                                                                                                                                                                                                     |
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| is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.       **Yes [  ] No [X]**                                                                                                                                                                                                      |
| is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.    **Yes [  ] No [X]**                                                                                                                                                                                                    |
| (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 registrant was required to file such reports)

** Yes [X] No [ ]**                                                                                                                          |
| 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-K contained in this form, and no disclosure will be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K **[ X ]** |
|                                                                                                                                                                                                                                                                                                                                                  |
| **Check whether the registrant:** is a shell company (as defined in Rule 12b-2 of the Exchange Act). **Yes [ ] No [X]**                                                                                                                                                                                                                               |
|                                                                                                                                                                                                                                                                                                                                                  |
| **Check whether the registrant:**  is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.                                                                                                                                                                                                  |

|                            |   |                      |   |                          |   |                                          |
|---------------------------------|--------|---------------------------|--------|-------------------------------|--------|-----------------------------------------------|
| Large accelerated filer **[ ]** |   | Accelerated filer **[ ]** |   | Non-accelerated filer **[ ]** |   | Smaller reporting company  ** [X]** |
|                            |   |                      |   |                          |   |                                          |

| Amalgamated Pictures Corp. did not have any revenue for the year ended December 31 , 2008.

As of April 13, 2009, there was no market value of Amalgamated Pictures Corp. common stock held by non-affiliates.

As of April 13, 2009, there were 6,459,660 shares of Amalgamated Pictures Corp. common stock outstanding. |
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**PART I**

**Item 1 - Description of Business**

            We are a development stage, independent motion picture company organized on March 18, 2005. We develop, produce, market and plan to distribute low-budget feature-length motion pictures captured and edited using high-definition digital video technologies. We plan to distribute our films directly to the international and domestic markets on DVDs sold on the Internet. We have not had any operating revenues from operations.  We have only one employee, Avery Pack, who is our sole officer, director and controlling shareholder.

            Our principal offices are located at 35 JA Ely Blvd, Suite 110, Dania Beach, Florida 33004. Our telephone number is (305) 600-4449.

**Plan of Operation and Recent Developments**

             In April 2007, we began production on our first feature-length film, *Foreign Devils*.  Principal photography was completed between June 2, 2007 and June 22, 2007. The film has been completed and was accepted as an official selection of the Palm Beach International Film Festival. *Foreign Devils* had its world premiere at the festival on April 14, 2008. Additionally, *Foreign Devils* was accepted as an official selection of the Little Rock Film Festival and was presented in May 2008.  On September 6, 2008, *Foreign Devils* was screened, as an official selection, at the Rome (GA) International Film Festival. The film's New York City premiere took place on October 20, 2008, as an official selection of the HD Fest, digital film festival. The screening took place, in New York City, at the Sony Wonder Technology Lab High Definition Theater.

             We employ high-definition digital video technologies and an amateur talent pool to create our films. The cost of development of each of our film properties ranges from $75,000 to $100,000. Production of a film property includes the completion of all stages of production: development, pre-production, production, and post-production. We plan to distribute our films to the international and domestic markets on in-house produced DVDs to be sold on the Internet through distinct websites developed for each film. We are investigating additional distribution options for our first completed film, *Foreign Devils*. We also plan to produce additional film properties.

            We plan to develop a website for each film we produce. The website will be for promotion, delivering marketing information for the film, and distribution, offering an opportunity to purchase a copy of the film through e-commerce functionality. We plan to develop the websites so that customers can purchase DVDs of our films directly from the websites.

            On January 10, 2008, we formed, as a wholly owned subsidiary, Abbreviated Pictures Corp. This new corporation will focus on the development of short-form films, rather than feature-length films, that are suitable for Internet distribution. A short-form film can be anywhere between 30 seconds and 30 minutes in length.

            We have not generated any revenue since our inception.

**            Competition**

            The motion picture industry is intensely competitive. Competition comes from companies within the same business and companies in other entertainment media that create alternative forms of leisure entertainment. In addition to competing with the major film studios that dominate the motion picture industry, we will also compete with numerous independent motion picture production companies, television networks, and pay television systems. Virtually all of our competitors are significantly larger than we are, have been in business much longer than we have, and have significantly more resources at their disposal. Some of the production and distribution companies we will compete with are Troma Entertainment Inc.; Lions Gate Entertainment Corp.; THINKFilm Company; Newmarket Entertainment Group; and Dimension Films, a division of The Walt Disney Company.

**            Industry Overviews**

**            The motion picture industry**

            The "major" studios dominate the motion picture industry in the United States by controlling the distribution of films that they produce as well as films that are produced by "independent" studios. These major studios include among others: The Walt Disney Company; Sony Pictures Entertainment; Paramount Pictures; Twentieth Century Fox Film Corporation; Universal Studios; and Warner Bros. Entertainment.

            Historically, the major studios financed, produced and distributed the vast majority of American-made motion pictures. Today, much of the financing and distribution of major motion pictures remains in the control of these major studios. But as many of the major studios have become part of large conglomerate business operations, or diversified their operations, they have adopted a policy of producing only a relatively small number of films each year. As demand for filmed entertainment has increased, many smaller, independent film production companies have been successfully established to fill the excess demand for motion pictures.

            We believe that two convergent trends in the production and distribution of motion pictures have led to an opportunity for our proposed low-budget independent films to be profitably exploited: the increasing commercial success of independent films and the increasing commercial success of DVDs.

            In the last decade, the distribution of independent films, films produced by independent production companies outside of the major studios, brought increasing commercial success to the major studios that were distributing them. We believe that what was once considered an uncharacteristic and uncommon success, high-grossing independent films such films as *The Blair Witch Project*  (1999), have become a more consistent trend. And recently, independent films that appeal to specialized audiences are regularly becoming high-grossing films, such as *My Big Fat Greek Wedding*  (2002),*  Open Water*  (2003), and*  The Passion of the Christ*  (2004). We believe that increasing commercial success of independent films that cater to specific audiences or specialized tastes is an indication that consumer tastes have proven broader than what the major studios can fulfill, and an increasing demand exists for low-budget, independent films in both the international and domestic markets.

            As the demand for a diversity of motion pictures has expanded, so too has audience market with the commercial success of the DVD format. The popular and inexpensive DVD format has expanded the audience market beyond traditional theatrical distribution. The high production, marketing, and distribution costs for films produced for theatrical distribution economically require that theatrically distributed films have the broadest possible audience appeal. However, with the expansion of the audience market to include the vast audience watching motion pictures at home on DVD, we believe less general, more specific audiences can be sought, targeted and profitably exploited with low-budget motion pictures geared toward such audiences. 

            Although the Writers Guild of America currently defines a low-budget motion picture as one produced for less than $1.2 million, the vast majority of low-budget motion pictures or "B-movies" are produced with considerably smaller budgets. Historically, "B-movie" referred to a film's status as a cheaply produced, second film of a double bill, following the "A-movie," or feature attraction. Today, "B-movies," sometimes referred to as "genre" films, are independent motion pictures, which for budgetary, thematic, and aesthetic reasons, deviate from the accepted cinematic mainstream, conforming to a different standard of production quality. Traditionally, B-movies fall into the realm of the horror, science fiction, action/adventure, urban, or exploitation genres - thus referred to as genre films. However, we use an expanded definition of genre film to include genre niches, meaning any low-budget film that is geared to a specific or specialized audience, such as motion pictures for women, young adults, or even a specific ethnic or religious audience. We do not plan to limit ourselves to the production of genre films within any single genre, but rather to the production of low-budget motion pictures geared to any specialized audience that we believe can be effectively targeted. We plan to concentrate on the production and distribution of these genre films that will range between $75,000 and $100,000 in production costs. We believe that by employing emerging high-definition digital video technologies and an amateur talent pool, we can create unique and viable genre films in this budget range.

**            The Digital Video Industry**

            The availability of digital video ("DV") has created the possibility for unprecedented low-budget motion picture production, alleviating many technical and financial burdens of filmmaking. DV is video technology that treats video and audio as digital information. With this technology, motion picture image and audio data can be stored, manipulated, and relayed with the ease of any other computer data.

            Since its introduction to consumers in 1994, DV has rapidly grown in popularity. And more recently, consumer-priced DV has grown dramatically in capability allowing the capture of images of quality comparable to traditional 35-millimeter film production, which is the standard for major studio theatrical film production.

            Generally, DV offers several benefits including:

             · extremely portable, inexpensive cameras and media;                 · excellent images and color reproduction of appropriate resolution for broadcast television, DVD, as well as theatrical distribution;                 · CD quality digital sound recording;                 · the ability to use a high speed connection to transmit video and audio digitally in and out of a computer or another DV device, avoiding any loss of quality with transfers and copies;                 · and affordable, desktop or laptop computer-based editing systems.

            In addition to the direct advantages, we believe DV film production also offers several indirect production advantages over traditional film production. Producing with DV, a filmmaker can view and even edit filmed results immediately as opposed to traditional film production in which processing is required to view "dailies" - the raw, unedited footage that are reviewed each day as a film is being produced. With DV, adjustments can be made immediately, as opposed to only later, upon review of processed film, as is with traditional film production and dailies. Also, the light sensitivity of DV equipment allows for the use of smaller, less expensive and less electrically demanding lighting set-ups. This creates a set or shooting environment that is easier to set up, reconfigure and transport. And additionally, since DV is captured onto inexpensive tapes or directly onto a computer hard drive, the cost of digital "film stock" is practically negligible and, therefore, there is little additional media cost in capturing as many takes, re-takes or set-ups as are required to complete a scene. In traditional film production, each frame of film shot and processed has a measurable and significant cost, which would make a comparably free-form production strategy cost prohibitive. Overall, DV allows for small, direct, and inexpensive productions.

            A recent advancement in DV has been the introduction of low-cost high-definition digital video ("HD") cameras. Major studios are using HD digital video more frequently in the production of theatrical motion pictures. Until recently, HD equipment and production has been comparable in cost and complexity to traditional 35-millimeter production, though offering the production and post-production advantages of the digital production workflow. In the last year, though, this equipment has become available at the prices of standard definition ("SD") digital video, the affordable digital video technology previously and currently available to consumers and filmmakers. HD digital video has six times more lines of resolution than SD digital video and, therefore, offers a much sharper picture. The increased resolution makes HD an appropriate medium for films intended to be projected in theatres, as a high resolution source is required in order to create a detailed large projection.

            Although the resolution limitations of standard television and DVD are below that of the capabilities of HD, so when producing a low budget motion picture that is ultimately destined for DVD only distribution SD technology may be sufficient, we believe that the advantages of capturing in HD, as opposed to SD, will offer more options for our productions as they could be released on a HD DVD format, have theatrical distribution as a digital projection or be delivered electronically in HD format. HD resolution televisions are currently available and being adopted by consumers, though currently not as ubiquitous as SD televisions. And though the current DVD format is not HD, the latest DVD formats are. Therefore, we believe producing motion pictures in HD digital video is prudent practice to insure future marketability and compatibility of our motion pictures without significantly increasing the budgets of our productions as they can be distributed on current and near-future DVD or electronic distribution technologies. 

            Overall, we believe that digital and video technology advances are allowing cinema-quality productions to be made for under $100,000. Recent breakthroughs in technology have made it possible to capture movies using digital video cameras with fidelity akin to that of 35-millimeter film for distribution on DVDs, television or even to project them digitally in theaters with no loss of image quality.

**Motion picture development and production**

            Motion picture production consists of four steps: development, pre-production, production and post-production. 

            Development begins when we commission, acquire, or develop a screenplay. Once in possession of the screenplay, we seek commitments from a director, the principal cast members and other creative personnel. Also, a tentative production schedule and budget is prepared.

            Pre-production begins when the screenplay is completed and the commitments have been arranged. During pre-production, we engage creative personnel to the extent not previously committed; finalize the filming schedule and production budget; obtain insurance; establish filming locations; secure whatever studio facilities are required; and, if necessary, secure completion guarantees.

            Production begins when principal photography begins and ends when principal photography ends. We limit production to less than one month in order to control costs and limit obligations on amateur and voluntary creative personnel. 

            Post-production begins upon completion of principal photography. During post-production, we edit the motion picture, add audio effects, create computer-generated effects, titling, etc., which completes the motion picture and prepares it for DVD production.

**            Our Production Strategy**

            From development to post-production, we use various strategies, in addition to the use of digital technologies, so that the budgets of our motion pictures remain within the range of $75,000 to $100,000.

            Foremost, we are selective with the underlying stories of our motion pictures. The stories must have practical limitations on the number of characters, locations, and action in order to be successfully executed within our proposed budget.        

            We use a combination of paid and voluntary, amateur talent for all aspects of production: actors and stunt men, production staff including camera and sound crews and set workers, as well as wardrobe, makeup, and special effects personnel. We create our productions with the use of creative and technical personnel that are willing to contribute their talents, for less than standard industry compensation, out of an enthusiasm to participate in the productions, the opportunity to gain experience in various aspects of motion picture and digital video production, or to promote their particular skill, such as wardrobe design, special effects, or makeup, in one of our motion pictures. Our productions are an informal and collaborative working environment, in which all personnel will have the potential to offer significant contributions to the productions. We promote our productions as a venue for emerging creative talent, or those seeking a production environment receptive to experimental ideas. We advertise position openings and solicitations for talent on our websites, industry websites, trade publications as well as local publications, schools, and universities in areas in which we will shoot on location. There is no assurance that we will be able to attract talented personnel to contribute to our productions, especially for less than standard industry compensation.

            Whenever practical, we shoot our productions on location, at an existing site, eliminating the cost of renting or leasing studio space for the construction of sets or artificial environments. When shooting on location, we employ local talent for various positions so that we are not entirely responsible for travel and living expenses of personnel. The mobility and flexibility of the digital technologies allow for easy set-ups under a wide variety of conditions and lessen the general need for controlled environments.

**            The DVD Industry**

            DVD is a form of optical disc storage technology. Essentially, DVDs can be considered bigger, faster CDs that can hold cinema-like video and audio that is better than CD-quality, as well as computer data. DVD has widespread support from all major electronics companies, all major computer hardware companies, and all major music and movie studios.                                 According to figures compiled by the Digital Entertainment Group (DEG), based on data from retailers and manufacturers, 33 million DVD players were sold to U.S. consumers in 2007. More than 12 million DVD players were sold in the fourth quarter alone. The DEG is a Los Angeles-based, industry-funded nonprofit corporation that advocates and promotes the benefits of the DVD format while providing updated information to the media and the retail trade. 

            Since the launch of the DVD format, hardware and media to consumers, more than 230 million DVD players (including set-top and portable DVD players, home-theater-in-a-box systems, TV/DVD and DVD/VCR combination players) have been sold, bringing the number of DVD households to 90 million (adjusting for households with more than one player). Approximately 60 percent of these owners now have more than one player. Further, the DEG estimated that more than 80 percent of households in the United States alone had at least one DVD player at year-end 2007.

            As far as media spending according to the DEG, U.S. consumers spent $23.4 billion renting and buying DVDs in 2007.

            Some features of DVDs include:

             ·  over two hours of high-quality digital video;                 ·  support for wide screen movies on standard or wide screen TVs;                 ·  up to eight tracks of digital audio, each with as many as eight channels which can be used to encode multiple languages, voice-overs, etc;                 ·  automatic branching of video for multiple story lines or ratings on one disc;                 ·  up to nine camera angles, which allow for different viewpoints to be selected during playback;                 ·  menus and simple interactive features;                 ·  instant rewind and fast-forward;                 ·  instant search to title, chapter, music track, and time code;                 ·  durable media that does not wear from playing, only from physical damage;                 ·  compact size that is easy to handle, store, and ship;                 ·  and replication that is cheaper than tapes.

**            DVD Production**

            DVD production has two basic phases: development and replication.

**            Development** - DVD video development has three basic parts: encoding; authoring, which includes design, layout, and testing; and pre-mastering. The entire development process is sometimes referred to as authoring. Many service bureaus provide development facilities. However, with the availability of consumer priced technologies, we intend to set up in-house authoring facilities.

            Since we plan to create our motion pictures using exclusively a digital production environment, our motion pictures will be in a format immediately suitable for DVD authoring without any additional preparation.

            We plan to author our DVDs by employing desktop computers. Prices for software and hardware have dropped very rapidly and continue to drop, to where DVDs can be authored on a desktop computer system that costs less than $1,000.

**            Replication and Duplication** - Replication is usually a separate job done by large plants. Large production run DVD replication equipment typically costs millions of dollars. A variety of machines are used to create a glass master, create metal stamping masters, stamp disc layers in hydraulic molds, apply reflective layers, bond layers together, print labels, and insert discs in packages.  

            For smaller production runs, it is considerably cheaper to use DVD duplication technology. We anticipate that we will be able to meet our customer demand by setting up our own DVD duplication facility. By employing this method, we will be able to maintain a catalog of films and be able to print titles on demand. For very popular titles, we may be required to employ a service bureau for replication. 

**The Internet industry**

            Our Internet sites will offer our motion pictures for sale to the Internet consumer on DVD. We believe that by selling the DVDs of our films on the Internet, we can circumnavigate the traditional methods of film distribution: theatrical release, video rental, and television. We believe that with a proper marketing campaign, our Internet sites can develop into an effective means to distribute our motion pictures.

            We plan to create individual Internet sites for each film that we produce. These marketing and e-commerce sites will contain promotional information for each film, including story synopses, still images from the motion picture and behind-the-scenes production stills, short streaming video clips from the films; as well as offer visitors the opportunity to purchase a copy of the film on DVD directly from the website from an online store. If we have produced more than one film, the online store will make available for sale all films that we have produced. Additionally, if we have produced more than one film, each film marketing site will be interconnected to other film marketing sites in order to promote multiple film properties to a single visitor.

            To draw visitors to our Internet sites, we plan to implement a targeted online marketing campaign that will attempt to achieve visibility in places where our prospective audience is likely to be browsing. Since our motion pictures will be targeted to specific audiences, our online campaign will be tailored to target sites that we believe generate traffic from Internet users who would be interested in our motion pictures.

            We intend to promote our website on search engines and directories such as Google, (www.google.com), Yahoo (www.yahoo.com) and those powered by the Open Directory Project (www.dmoz.org). As a result, when a potential visitor types in key words related to B-movies, genre films, DVDs, or the thematic or narrative content of one of our films, we will try to have our Internet site for our films listed as a search result. There is no assurance that we can obtain such status.

**Patents**

            We hold no patents. We are the registered owner of the Internet domain name www.amalgapix.com.

**Government and Other Regulation**

**            Censorship**

            An industry trade association, the Motion Picture Association of America, assigns ratings for age group suitability for domestic theatrical distribution of motion pictures under the auspices of its Code and Rating Administration. The film distributor generally submits its film to the Code and Rating Administration for a rating. At this time, we do not plan to follow the practice of submitting our pictures for ratings.

            There is no assurance that current and future restrictions on the content of our films may not limit or affect our ability to exhibit our pictures in certain territories and media.

**Labor Laws**

            At the present time, we do not expect to employ members of guilds or unions. Many individuals associated with motion picture productions, including actors, writers and directors, are members of guilds or unions, which bargain collectively with producers on an industry-wide basis from time to time. Our operations will not be dependent upon our compliance with the provisions of collective bargaining agreements governing relationships with these guilds and unions. However, in the future, we may change our operations to employ members of guilds or unions, and the extent to which the existence of collective bargaining agreements may affect us in the future is not currently determinable.

**Employees**

            We currently have one employee, our president and chief executive officer, Mr. Avery Pack. We utilize independent contractors, consultants, and other creative personnel from time to time to assist in developing, producing and promoting our motion pictures and Internet properties. Independent contractors are generally paid on a commission, hourly or job-related basis, depending on the services being performed.

**Item 1B - Unresolved Staff Comments**

            None

** Item 2 - Description of Property**

            We have use of office space from our president without payment. This space is adequate for our present operations. We own our Internet site, and the Internet domain name www.amalgapix.com. The Internet site currently provides limited information about our business.  We plan to further expand our Internet site to provide information about our film projects.

** Item 3 - Legal Proceedings**

            We are not subject to any pending litigation, legal proceedings or claims.

** Item 4 - Submission of Matters to a Vote of Security Holders**

            No matters were submitted to a vote of security holders during the fiscal year covered by this report.

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** PART II**

**Item 5 - Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities**

** Shares and Stock Split**

            We are authorized to issue 50,000,000 shares of common stock, with par value of $0.0001 per share. As of April 13, 2009 and December 31, 2008, there were 6,459,660 shares of common stock issued and outstanding.  The number of issued and outstanding shares has been retroactively adjusted for a 10-for-1 forward split, which became effective on February 22, 2008. The stock split was accomplished by the issuance of nine additional shares for each share owned as of the record date. All references as to the shares of the Company's common stock, since inception, have been restated to reflect the stock split.**Initial Public Offering**

            On December 31, 2007, we completed our initial public offering of units, consisting of one share of common stock and one Class A warrant.  We sold a total of 74,660 units at $0.51 per unit. The Company received $38,076, as gross proceeds of the offering, and $34,360 as net proceeds. The expenses of the offering, $3,716, were initially recorded as *Deferred**offering costs.* Upon completion of the offering, *Deferred offering costs* was reclassified as a reduction of *Additional paid-in capital*. The number of units and price per unit have been retroactively adjusted because of the stock split described above.

**OTC Bulletin Board Listing**      

            Our common stock is not listed or quoted at the present time. On December 31, 2007, we completed our Initial Public Offering. We plan to obtain a sponsoring market maker to file Form 211 with the Financial Industry Regulatory Authority (FINRA) for approval to have our securities quoted on the OTC Bulletin Board. There is no assurance that we will be able to obtain a sponsoring market maker to file Form 211, and there is no assurance if Form 211 were filed approval would be granted so that our securities would be permitted to trade on the OTC Bulletin Board. Therefore, there can be no assurance a public market for our common stock and or our warrants will ever develop.

**Warrants**

            As of April 13, 2009 and December 31, 2008, there were 74,660 Class A warrants outstanding. Each warrant grants the holder, until December 31, 2009, the right to purchase one share of our common stock at $0.60 per share. The number of warrants and the exercise price of the warrants have been retroactively adjusted because of the stock split described above*.*

**Shareholders and Warrant Holders**

            As of April 13, 2009, we had 89 shareholders of our common stock and 87 holders of our Class A warrants.

**Item 6****-****Selected Financial Data**

**        ** Not Applicable

**Item 7 - Management's Discussion and Analysis of Financial Condition and Results of Operations**

** Critical Accounting Policies**

            The following critical accounting policies are important to the portrayal of our company's financial condition and results.

**            Revenue and Expense Recognition**

            Revenue is recognized when earned rather than when received. Sales are recognized when a product is delivered or shipped to the customer and all material conditions relating to the sale have been substantially performed. Expenses are charged to operations as incurred.

            Under certain circumstances, the Company recognizes revenue in accordance with the provisions of Statement of Financial Accounting Standards No. 139 and American Institute of Certified Public Accountants Statement of Position 00-2 (collectively referred to as "SOP 00-2").

**            Capitalized Film Costs**                Capitalized film costs consist of investments in films which include the unamortized costs of completed films which we have produced. Capitalized costs include all direct production and financing costs, and production overhead. Costs of acquiring and producing films are amortized using the individual-film-forecast method, whereby these costs are amortized and participation and residual costs are accrued in the proportion that current year's revenue bears to management's estimate of ultimate revenue at the beginning of the current year expected to be recognized from the exploitation, exhibition or sale of the films.

            Ultimate revenue includes estimates over a period not to exceed ten years following the date of initial release. Capitalized film costs are stated at the lower of amortized cost or estimated fair value on an individual film basis. The valuation of investment in films is reviewed on a title-by-title basis, when an event or changes in circumstances indicated that the fair value of a film is less than its unamortized cost. The fair value of the film is determined using management's future revenue and cost estimates. Additional amortization is recorded in the amount by which the unamortized costs exceed the estimated fair value of the film.  Estimates of future revenue involve measurement uncertainty and it is therefore possible that reductions in the carrying value of investment in films may be required as a consequence of changes in management's future revenue estimates. 

**Results of Operations**

            The following discussion and analysis provides information, which our management believes is relevant to an assessment and understanding of our results of operations and financial condition. The discussion should be read in conjunction with the financial statements and related notes that appear elsewhere in this report.

*For the years ended December 31, 2008 and December 31, 2007 and for the period March 18, 2005 (inception) through December 31, 2008:*

**            Sales -** We have not had any sales since inception.           

**            Expenses -** For the year ended December 31, 2008, total expenses were $34,681 compared to $30,679 in 2007. Expenses in 2008 consisted primarily of accrued but unpaid officer's salary of $24,000 and the fair value of office space provided by our sole officer and director, without cost to us, $2,400. Expenses in 2007 consisted primarily of accrued but unpaid officer's salary of $18,000, and the fair value of services and office space provided by our sole officer and director, without cost to us, in the amounts of $6,000 and $2,400, respectively. The fair value of services and office space was reflected in the statement of operations for 2008 and 2007, as general and administrative expenses with corresponding contributions to additional paid-in capital in the statement of changes of stockholders' equity.

            For the period March 18, 2005 (inception) through December 31, 2008, total expenses were $116,574.

**            Interest income -** Interest income earned for the year ended December 31, 2008 was $580, which compares to $1,138 in 2007.

            Since inception, we earned $2,458 on our invested cash.

**            Net loss - **Net loss, before taxes, for the year ended December 31, 2008, was $34,101, which compares to a loss of $29,541 for the year ended December 31, 2007.

            For the period March 18, 2005 (inception) through December 31, 2008, the total net loss was $114,117.

            We have not reduced our net loss for the period from inception, March 18, 2005, through December 31, 2008, by any tax benefit; consequently our net loss was the same both before and after taxes.

**            Net loss per share -** For the year ended December 31, 2008, net loss per share was $0.01 and for the year ended December 31, 2007, net loss per share was $0.00.  Per share net loss was based on 6,459,660 weighted average common shares outstanding in 2008 and 6,433,916 in 2007.

**Liquidity and Capital Resources**

            As of December 31, 2008, the balance of our cash and cash equivalents was $48,330. We believe that we have enough cash to execute our business plan for the next 12 months. With the cash available, we plan to pursue distribution of our first completed film, *Foreign Devils* and to begin pre-production of a second film property and develop websites for both properties.

**Capital Expenditures**

            We do not expect any significant purchases of equipment in 2009.

**Item 8 - Financial Statements****and Supplementary Data**

**           ** Our audited financial statements for the fiscal years ended December 31, 2008 and December 31, 2007 follow Item 15, beginning at page F-1, following Part IV.

**Item 9 - Changes in and Disagreements with Accountants on Accounting and Financial Disclosure**

**           ** None

**Item 9A - Controls and Procedures**

             **Evaluation of Disclosure Controls and Procedures**

             We carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2008. This evaluation was accomplished under the supervision and with the participation of our chief executive officer, principal executive officer, chief financial officer/principal accounting officer who concluded that our disclosure controls and procedures are not effective to ensure that all material information required to be filed in the annual report on Form 10-K has been made known to him.            

            Disclosure controls and procedures are designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

             Based upon an evaluation conducted for the period ended December 31, 2008, Avery Pack who served as our Chief Executive Officer and Chief Financial Officer (which duties include that of principal accounting officer) as of December 31, 2008 and as of the date of this Report, has concluded that as of the end of the period covered by this report, we have identified the following material weakness of our internal controls: 

       · Lack of sufficient accounting staff which results in a lack of segregation of duties necessary for a good system of internal control           · Need for additional expertise related to changes in filing requirements

             In order to remedy our existing internal control deficiencies, as soon as our finances permit, we will hire a Chief Financial Officer who will be sufficiently experienced in public company accounting to implement appropriate procedures for timely and accurate disclosures 

**             Report of Management on Internal Control over Financial Reporting**

             Our management is responsible for establishing and maintaining adequate internal control over financial reporting for the company.

             Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America. Our internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America, and that receipts and expenditures of the company are being made only in accordance with authorizations of management of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

             Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

             Management conducted an evaluation and assessed the effectiveness of our internal control over financial reporting as of December 31, 2008, based on the criteria set forth by the Committee of Sponsoring Organizations of Treadway Commission*  in Internal Control - Integrated Framework* . Based on that assessment, management concluded that, as of December 31, 2008, our internal control over financial reporting was not effective because of limited staff and the need for a full-time chief financial officer.

             This annual report does not include an attestation report of the company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the company’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the company to provide only management’s report in this annual report.

**             Changes in Internal Control over Financial Reporting*** *

             We have not yet made any changes in our internal control over financial reporting that occurred during the period covered by this report on Form 10-K that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

**Item 9B - Other Information**

            None

----

** PART III**

**Item 10 - Directors, Executive Officers and Corporate Governance**

            Our current sole executive officer, key employee and director is:

| **Name**   |   | **Age** |   | **Position**                                                                        |
|------------|--------|---------|--------|-------------------------------------------------------------------------------------|
|            |   |         |   |                                                                                     |
| Avery Pack |   | 31      |   | President, chief executive officer,            chief financial officer and director |

            The following is a brief description of the background of our sole officer-director and executive officer.

**            Avery Pack** has served as our president, chief executive officer and chief financial officer since our incorporation in March 2005. From 2001 to 2004, Mr. Pack was the president of Consolidated Pictures Corp., a Delaware corporation, formed to develop and produce low-budget motion pictures. From September 1996 to May 2000, Mr. Pack was a student at Columbia University where he received his Bachelor of Arts degree in Visual Arts. By age 15, Mr. Pack had designed, programmed, produced, published, and distributed award winning computer games and graphics software; managing and directing an international team of creative talent: programmers, artists, and musicians, as well as working with publishers and distributors. Mr. Pack's development of the graphics manipulation software *MetaMorf* was influential in reducing the price of software technologies to the consumer level that were previously available only to the film and television industries. Mr. Pack also experimented with alternative methods of software distribution for educational and entertainment software via linked communities of online users before the widespread use of the World Wide Web. Mr. Pack has an extensive background in computer graphics, animation, and programming, and has more recently designed and implemented Internet marketing programs for such international brands as Comet® household cleaners, Clear eyes® eye drops, Chloraseptic® sore throat remedies and Prell® shampoos. Mr. Pack worked with the Comet® brand to develop custom Internet marketing campaigns in conjunction with direct response television advertisements to promote products and collect consumer data for the distribution of product coupons and rebates. Mr. Pack has been featured in numerous publications for his work in digital entertainment. Comet, Clear eyes, Chloraseptic, and Prell are the registered trademarks of their respective companies.

**Compliance with Section 16(a) of the Securities Exchange Act of 1934**

**           ** Section 16(a) of the Securities Exchange Act of 1934 requires our directors and executive officers and persons who own more than ten percent of a registered class of our equity securities to file with the Securities and Exchange Commission initial reports of ownership and reports of changes in ownership of our securities. As of the date of this report, our sole director and officer, Mr. Avery Pack, has made the required filings in a timely manner.

**Board of Directors and Committees**

**           ** All directors hold office until the next annual meeting of the shareholders and the election of their successors.  Officers are elected annually by the board of directors and serve at the discretion of the board**.**

**           ** Our board of directors plans to establish an audit committee and a compensation committee at such time as additional persons are added to our board of directors.

            The audit committee will recommend, to the entire board of directors, the independent public accountants to be engaged by us; review the plan and scope of our annual audit; review our internal controls and financial management policies with our independent public accountants; and review all related party transactions.

            The compensation committee will review and recommend, to our entire board of directors, compensation and benefits to be paid to our officers and directors; administer our stock option plan; approve the grant of options under the stock option plan; and establish and review general policies relating to compensation and benefits of our employees.

**Code of Business Conduct**

            Effective March 28, 2006, our board of directors adopted a Code of Business Conduct that applies to, among other persons, our  president (being our principal executive officer) and our acting chief financial officer (being our principal financial and accounting officer), as well as persons performing similar functions. As adopted, our Code of Business Conduct sets forth written standards that are designed to deter wrongdoing and to promote:

            (1) honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;

            (2) full, fair, accurate, timely and understandable disclosure in reports and documents that we file with, or submit to, the Securities and Exchange Commission and in other public communications made by us;

            (3) compliance with applicable governmental laws, rules and regulations;

            (4) the prompt internal reporting of violations of the Code of Business Conduct to an appropriate person or persons identified in the Code of Business Conduct; and

            (5) accountability for adherence to the Code of Business Conduct.

            Our Code of Business Conduct requires, among other things, that all of our personnel shall be accorded full access to our president and chief financial officer with respect to any matter which may arise relating to the Code of Business Conduct. Further, all of our personnel are to be accorded full access to our board of directors if any such matter involves an alleged breach of the Code of Business Conduct by our president or chief financial officer.

            In addition, our Code of Business Conduct emphasizes that all employees, and particularly managers and/or supervisors, have a responsibility for maintaining financial integrity within our company, consistent with generally accepted accounting principles, and federal and state securities laws. Any employee who becomes aware of any incidents involving financial or accounting manipulation or other irregularities, whether by witnessing the incident or being told of it, must report it to his or her immediate supervisor or to our president or chief financial officer. If the incident involves an alleged breach of the Code of Business Conduct by the president or chief financial officer, the incident must be reported to any member of our board of directors. Any failure to report such inappropriate or irregular conduct of others is to be treated as a severe disciplinary matter. It is against our company policy to retaliate against any individual who reports in good faith the violation or potential violation of our company's Code of Business Conduct by another.

           Our Code of Business Conduct is available for viewing at our website, www.amagalgapix.com.

**Item 11 - Executive Compensation**

**Summary Compensation Table**

**           ** The following table provides summary information for the fiscal years 2006, 2007 and 2008 concerning cash and non-cash compensation paid or accrued by us to, or on behalf of, Avery Pack, our president and chief executive officer. Mr. Pack is our sole officer.

|   | **Summary Compensation Table**                                                                              |
|--------|-------------------------------------------------------------------------------------------------------------|
|   |                                                                                                        |   |   | **Annual Compensation** | **Awards** |   | **Payouts** |   |   |
|   |                                                                                                        |   |   |  |  |   |  |   |   |
|   | **Name and            Principal Position**                                                                  |   | **Year** |   | **Salary** |   | **Bonus** |   | **Other Annual****Compensation** |   | **Restricted Stock             Awards** |   | **Securities Underlying             Options/LTIP**** SARs Payouts** |   | **All Other**** Compensation** |
|   |                                                                                                             |   |  |   |  |   |  |   |  |   |  |   |  |   |  |
|   | Avery Pack,               President and               Chief Executive Officer |   | 2006 |   | $          0 |   | 0 |   | 0 |   | 0 |   | 0 |   |      $       0 |
|   |                                                                                                        | 2007 |   | 18,000 | (1) | 0 |   | 0 |   | 0 |   | 0 |   |  24,000(2) |
|   |                                                                                                        | 2008 |   | 24,000 | (1) | 0 |   | 0 |   | 0 |   | 0 |   |         0 |

            (1) All salary was accrued but unpaid.

            (2) Production fees as consideration for providing film making equipment and for services as a film producer. All production fees were accrued but unpaid.

**Employment Agreements**

            We have not entered into a formal employment agreement with our sole employee, Avery Pack. Employment arrangements are subject to the discretion of our board of directors, which currently consists solely of Mr. Pack.

            On April 1, 2007, we began to accrue $2,000 per month as officer's salary for Mr. Pack in his capacity as president. As of December 31, 2008, the total of accrued but unpaid officer's salary was $42,000. Also during the production phase of our feature film from April 1, 2007 through September 30, 2007, we accrued $4,000 per month as production fees, in consideration for his providing film making equipment and his services as the film's producer*.* As of December 31, 2008, the total of accrued but unpaid production fees was $24,000.

**Stock Option Plan**

            On March 18, 2005, our shareholder and director adopted the 2005 Amalgamated Pictures Corp. Stock Option Plan. The plan authorizes the granting of options to purchase up to 500,000 shares of our common stock. The board's responsibility will include the selection of option recipients, as well as, the type of option granted and the number of shares covered by the option and the exercise price. No options have been granted under the plan.

            Plan options may either qualify as non-qualified options or incentive stock options under Section 422 of the Internal Revenue Code. Any incentive stock option granted under the plan must provide for an exercise price of at least 100% of the fair market value on the date of such grant and a maximum term of ten years. If the employee owns more than 10% of our stock, the exercise price of any incentive option granted must be at least 110% of fair market value and must be exercised within five years after the grant.

            All of our officers, directors, key employees and consultants will be eligible to receive non-qualified options under the plan. Only officers, directors and persons who are formally employed by Amalgamated Pictures Corp. are eligible to receive incentive options.

            All incentive options are non-assignable and non-transferable, except by will or by the laws of descent and distribution. If an optionee's employment is terminated for any reason other than death or disability, the stock option will lapse on the earlier of the expiration date or three months following the date of termination. If the optionee dies during the term of employment, the stock option will lapse on the earlier of the expiration date of the option or the date one-year following the date of death. If the optionee is permanently and totally disabled within the meaning of Section 22(e)(3) of the Internal Revenue Code, the plan option will lapse on the earlier of the expiration date of the option or one year following the date of such disability.

**Item 12 - Security Ownership of Certain Beneficial Owners and Management**

            As of April 13, 2009, there were 6,459,660 shares of our common stock issued and outstanding. None of our preferred stock has been issued. 

            The following table presents certain information regarding beneficial ownership of our common stock as of April 13, 2009, by (i) each person known by us to be the beneficial owner of more than 5% of the outstanding shares of common stock, (ii) each of our directors, (iii) each named executive officer and (iv) all directors and executive officers as a group. Unless otherwise indicated, each person in the table has sole voting and investment power as to the shares shown.

| **Name of beneficial owner**              |   | **Shares**** beneficially**** owned** |   | **Percent** |
|-------------------------------------------|--------|-------------------------------------------------|--------|-------------|
|                                           |   |                                                 |   |             |
| Avery Pack                                |   | 6,250,000                                       |   | 96.8%       |
|                                      |   |                                            |   |        |
| Officers and directors - (1) - as a group |   | 6,250,000                                       |   | 96.8%       |

            The address of the director and executive officer is 35 JA Ely Blvd., Dania Beach , Florida 33004.

**Indemnification of Directors and Officers**

            Our articles of incorporation and bylaws indemnify our directors and officers to the fullest extent permitted by Florida corporation law. Insofar as indemnification for liability arising under the Securities Act may be permitted to directors, officers, and controlling persons, we are aware that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act of 1933 and is unenforceable.  At present, Avery Pack is our sole officer-director.

**Item 13 - Certain Relationships and Related Party Transactions**

            In connection with organizing our company, on March 18, 2005, we issued 6,250,000 shares of restricted common stock to Avery Pack, our president, for $25,000. The shares were issued pursuant to Section 4(2) of the Securities Act of 1933. The number of shares has been adjusted for the 10-for-1 forward stock split, which became effective on February 22, 2008.

            Beginning in March 2005 and continuing through December 31, 2007, Avery Pack advanced $11,825 to us. The advances are non-interest bearing, unsecured and due on January 31, 2010.

            On April 1, 2007, we began to accrue $2,000 per month as officer's salary for the Mr. Pack in his capacity as president. As of December 31, 2008, the total of accrued but unpaid officer's salary was $42,000. Also during the production phase of our feature film*,* from April 1, 2007 through September 30, 2007, we accrued $4,000 per month as production fees, in consideration for his providing film making equipment and for his services as film producer*.* As of December 31, 2008, the total of accrued but unpaid production fees was $24,000.

            Additionally, the principal stockholder provided, without cost to the Company, his services, valued at $2,000 per month, which totaled $0 and $6,000 for the years ended December 31, 2008 and 2007, respectively; and $49,000 from inception. The principal stockholder also provided, without cost to the Company, office space valued at $200 per month, which totaled $2,400 for 2008; 2,400 for 2007; and $9.100 from inception. The combined total of these expenses, $2,400 for the year ended December 31, 2008; $26,400 for the year ended December 31, 2007; and $58,100 from inception to December 31, 2008 is reflected in the statement of operations as general and administrative expenses with a corresponding contribution of additional paid-in capital.

**Item 14 - Principal Accountant Fees and Services**

            We were billed by Michael F. Cronin, CPA a total of $3,500 for audit services for the periods during and ending December 31, 2007; and $3,500 for audit services for the year ended December 31, 2008.  Mr. Cronin did not provide audit related services, tax services or any other services in 2007 and 2008.

----

**PART IV**

**Item 15** - **Exhibits, Financial Statement Schedules**

See Exhibit Index attached to this Form 10-K.

----

**Financial Statements**

**INDEX TO FINANCIAL STATEMENTS**** Amalgamated Pictures Corp.**     (a development stage company)

| **Report of Independent Registered Public Accountant**                                                                                                                                                                                                    |   | F-2 |
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|-----|
| **Financial Statements:**            Balance Sheet as of  December 31, 2008 and December 31, 2007                                                                                                                                                    |   | F-3 |
| Statement of Operations                   For years ended December 31, 2008 and December 31, 2007                   For period from March 18, 2005 (inception) through December 31, 2008 |   | F-4 |
| Statement of Cash Flows                   For years ended December 31, 2008 and December 31, 2007                   For period from March 18, 2005 (inception) through December 31, 2008      |   | F-5 |
| Statement of Changes in Stockholders' Equity                   For period from March 18, 2005 (inception) through December 31, 2008                                                                                    |   | F-6 |
| Notes to Financial Statements                                                                                                                                                                                                                             |   | F-7 |

----

**REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**

Board of Directors    Amalgamated Pictures Corp.    Dania Beach, Florida

       I have audited the accompanying balance sheets of Amalgamated Pictures Corp., a development stage company, (the "Company") as of December 31, 2008 and December 31, 2007 and the related statements of operations, cash flows and changes in stockholders' equity for the years ended December 31, 2008 and December 31, 2007 and for the cumulative development stage period of March 18, 2005 (inception) through December 31, 2008. The financial statements are the responsibility of the Company's management. My responsibility is to express an opinion on these financial statements based on my audit.

        I conducted my audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that I plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor was I engaged to perform, an audit of its internal control over financial reporting. My audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, I express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. I believe that my audit provides a reasonable basis for my opinion.            In my opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Amalgamated Pictures Corp. as of December 31, 2008 and December 31, 2007 and the results of its operations, its cash flows and changes in stockholders' equity for the years ended December 31, 2008 and December 31, 2007, and for the cumulative development stage period of  March 18, 2005 (inception) through December 31, 2008  in conformity with accounting principles generally accepted in the United States. 
| /s/ Michael Cronin                                     |
|--------------------------------------------------------|
|                                                        |
| Michael F. Cronin          Certified Public Accountant |
| Orlando, Florida                                       |

April 15, 2009

F-2

----

| **Amalgamated Pictures Corp.**              (a development stage company)

**  Balance Sheet** |
|--------------------------------------------------------------------------------------------------------------------|
|                                                                                                               |
|                                                                                                               |   |   |   |   | **December  31,              2008** |   |   |   |   | **December 31,              2007** |   |   |   |
|                                                                                                               |   |   |   |   |  |   |   |   |   |  |   |   |   |
| **ASSETS**                                                                                                         |
| Current assets:                                                                                                    |   |   |   |   |   |   |   |   |   |   |   |
|                                                                                                               |   | Cash and cash equivalents |   | $ | 48,330 |   |   |   |   | $ | 53,041 |   |   |   |
|                                                                                                               |   |   |   |   |  |   |   |   |   |  |   |   |   |
|                                                                                                               | Total current assets |   |   | 48,330 |   |   |   |   |  53,041 |   |   |   |
|                                                                                                               |   |   |   |   |  |   |   |   |  |   |   |   |
| Capitalized Film Costs                                                                                             |   |   | 33,399 |   |   |   |   |   | 33,399 |   |   |   |
|                                                                                                               |   |  |   |   |   |   |  |   |   |   |
| Total Assets                                                                                                       |   | $ | 81,729 |   |   |   |   | $ | 86,440 |   |   |   |
|                                                                                                               |   |   |   |   |  |   |   |   |  |   |   |   |
| **LIABILITIES AND STOCKHOLDERS' EQUITY**                                                                           |
|                                                                                                               |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Current liabilities:                                                                                               |   |   |   |   |   |   |   |   |   |   |   |
|                                                                                                               |   | Accounts payable |   | $ | 20 |   |   |   |   | $ | 530 |   |   |   |
|                                                                                                               |   | Accrued officer's salaries and producer's  fees |   |   | 66,000 |   |   |   |   |   | 42,000 |   |   |   |
|                                                                                                               |   |   |   |  |   |   |   |   |  |   |   |   |
|                                                                                                               | Total current liabilities: |   |   | 66,020 |   |   |   |   |           42,530 |   |   |   |
|                                                                                                               |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Advances from stockholder                                                                                          |   |   | 11,825 |   |   |   |   |   8,325 |   |   |   |
|                                                                                                               |   |   |   |   |  |   |   |   |  |   |   |   |
| Total Liabilities:                                                                                                 |   |   | 77,845 |   |   |   |   | 50,855 |   |   |   |
|                                                                                                               |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Stockholders' equity:                                                                                              |   |   |   |   |   |   |   |   |   |   |   |
|                                                                                                               |   | Preferred stock par value $0.0001 |   |   |   |   |   |   |   |   |   |   |   |
|                                                                                                               |   |   | Authorized 5,000,000 shares,            Issued and outstanding, none |   |   | 0 |   |   |   |   |           0 |   |   |   |
|                                                                                                               |   | Common stock, par value $0.0001 |   |   |   |   |   |   |   |   |   |   |   |
|                                                                                                               |   |   | Authorized 50,000,000 shares,            Issued and outstanding, 6,459,660 shares |   |   | 646 |   |   |   |   |         646 |   |   |   |
|                                                                                                               |   | Additional paid-in capital |   |   | 117,355 |   |   |   |   |  114,955 |   |   |   |
|                                                                                                               |   | Deficit accumulated during development stage |   |   | (114,117 | ) |   |   |   |  (80,016 | ) |   |   |
|                                                                                                               |   |   |   |   |  |   |   |   |   |  |   |   |   |
| Total stockholders' equity                                                                                         |   |   | 3,884 |   |   |   |   | 35,585 |   |   |   |
|                                                                                                               |   |   |   |   |  |   |   |   |  |   |   |   |
| Total Liabilities and Stockholders' Equity                                                                         |   | $ | 81,729 |   |   |   |   | $ | 86,440 |   |   |   |
|                                                                                                               |   |   |   |   |  |   |   |   |  |   |   |   |

See Notes to Financial Statements

F-3

----

**Amalgamated Pictures Corp.**     (a development stage company)** Statement of Operations**

|                                                                        |   | **For  the            Year  Ended****December 31,            2008** |   |   |    | **For  the            Year Ended****December 31,            2007** |   |   |   | **For  the Period            March 18,            2005            (inception) to****December 31,            2008** |   |
|-----------------------------------------------------------------------------|--------|-------------------------------------------------------------------------------|--------|--------|---------|-------------------------------------------------------------------------|--------|--------|--------|-------------------------------------------------------------------------------------------------------------------------|--------|
|                                                                        |   |                                                                               |   |   |    |                                                                         |   |   |   |                                                                                                                         |   |
| Net sales                                                                   | $      |  -                                                                       |   |   |  $ |  -                                                                 |   |   | $      | -                                                                                                                       |   |
| Costs applicable to sales and revenue                                       |   |  -                                                                       |   |   |    | -                                                                       |   |   |   |  -                                                                                                                 |   |
|                                                                        |   |                                                                               |   |   |    |                                                                         |   |   |   |                                                                                                                         |   |
| Gross profit                                                                |   |  -                                                                       |   |   |    |  -                                                                 |   |   |   | -                                                                                                                       |   |
|                                                                        |   |                                                                          |   |   |    |                                                                    |   |   |   |                                                                                                                    |   |
| Expenses                                                                    |   |                                                                          |   |   |    |                                                                    |   |   |   |                                                                                                                    |   |
|          General and administrative |   |            34,611           |   |   |    |  30,679                                                            |   |   |   | 116,435                                                                                                                 |   |
|          Organization expense       |   |  70                                                                      |   |   |    | -                                                                       |   |   |   |  140                                                                                                               |   |
|                                                                        |   |                                                                               |   |   |    |                                                                         |   |   |   |                                                                                                                         |   |
|           Total expenses       |   | 34,681                                                                        |   |   |    | 30,679                                                                  |   |   |   | 116,575                                                                                                                 |   |
|                                                                        |   |                                                                               |   |   |    |                                                                         |   |   |   |                                                                                                                         |   |
| Loss before income taxes and interest income                                |   |  (34,681                                                                 | )      |   |    | (30,679                                                                 | )      |   |   | (116,575                                                                                                                | )      |
|                                                                        |   |                                                                          |   |   |    |                                                                    |   |   |   |                                                                                                                    |   |
| Interest income                                                             |   | 580                                                                           |   |   |    | 1,138                                                                   |   |   |   | 2,458                                                                                                                   |   |
|                                                                        |   |                                                                               |   |   |    |                                                                         |   |   |   |                                                                                                                         |   |
|                                                                        |   | (34,101                                                                       | )      |   |    | (29,541                                                                 | )      |   |   | (114,117                                                                                                                | )      |
| Income taxes                                                                |   |  -                                                                       |   |   |    |  -                                                                 |   |   |   |  -                                                                                                                 |   |
|                                                                        |   |                                                                               |   |   |    |                                                                         |   |   |   |                                                                                                                         |   |
| Net loss                                                                    | $      | (34,101                                                                       | )      |   |  $ |  (29,541                                                           | )      |   | $      | (114,117                                                                                                                | )      |
|                                                                        |   |                                                                               |   |   |    |                                                                         |   |   |   |                                                                                                                         |   |
| Basic net loss per share                                                    | $      | (0.01                                                                         | )      |   |  $ |      (0.00                                          | )      |   |   |                                                                                                                    |   |
|                                                                        |   |                                                                               |   |   |    |                                                                         |   |   |   |                                                                                                                    |   |
| Weighted average common shares outstanding                                  |   | 6,459,660                                                                     |   |   |    |  6,433,916                                                         |   |   |   |                                                                                                                    |   |
|                                                                        |   |                                                                               |   |   |    |                                                                         |   |   |   |                                                                                                                    |   |

See Notes to Financial Statements

F-4

----

**Amalgamated Pictures Corp.**    (a development stage company)

** Statement of Cash Flows**

|                                                                                  |   | **For the Year****Ended****December  31,****2008** |    |    |   | **For the Year            Ended****December 31,****2007** |    |    |   | **For the Period****March 18,****2005****(inception) to****December  31,****2008** |   |
|---------------------------------------------------------------------------------------|--------|---------------------------------------------------------|---------|---------|--------|-----------------------------------------------------------|---------|---------|--------|-----------------------------------------------------------------------------------------|--------|
|                                                                                  |   |                                                         |    |    |   |                                                           |    |    |   |                                                                                         |   |
| Cash flows from operating activities:                                                 |   |                                                    |    |    |   |                                                      |    |    |   |                                                                                    |   |   |
|                                                                                  |   |                                                    |    |    |   |                                                      |    |    |   |                                                                                    |   |   |
|      Net loss                                                |   | $                                                       | (34,101 | )  |   |                                                      | $       | (29,541 | )      |                                                                                    |   | $ | (114,117 | ) |
|      Fair value of office space provided by principal stockholder |   |                                                    | 2,400   |    |   |                                                      | 2,400   |    |   |                                                                                    | 9,100  |   |
|      Fair value of services provided by principal stockholder     |   |                                                    | -       |    |   |                                                      | 6,000   |    |   |                                                                                    | 49,000 |   |
|      Increase of deferred expenses paid in cash              |   |                                                    | -       |    |   |                                                      | -       |    |   |                                                                                    | (3,175 | ) |
|      Increase (decrease) of accounts payable                      |   |                                                    | (510    | )       |   |                                                      | 530     |    |   |                                                                                    | 20     |   |
|      Increase of accrued officer's salary                         |   |                                                    | 24,000  |    |   |                                                      | 18,000  |    |   |                                                                                    | 42,000 |   |
|                                                                                  |   |                                                         |    |    |   |                                                           |    |    |   |                                                                                         |   |
| Cash used in operating activities                                                     |   | (8,211                                                  | )       |    |   | (2,611                                                    | )       |    |   | (17,172                                                                                 | )      |
|                                                                                  |   |                                                         |    |    |   |                                                           |    |    |   |                                                                                         |   |
| Cash flows from investing activities:                                                 |   |                                                    |    |    |   |                                                      |    |    |   |                                                                                    |   |
|      Investment in film production                                |   | -                                                       |    |    |   | (9,399                                                    | )  |    |   | (9,399                                                                                  | )      |
|                                                                                  |   |                                                         |    |    |   |                                                           |    |    |   |                                                                                         |   |
| Cash used in investing activities                                                     |   | -                                                       |    |    |   | (9,399                                                    | )       |    |   | (9,399                                                                                  | )      |
|                                                                                  |   |                                                         |    |    |   |                                                           |    |    |   |                                                                                         |   |
| Cash flows from financing activities:                                                 |   |                                                    |    |    |   |                                                      |    |    |   |                                                                                    |   |
|      Proceeds from the issuance of common stock              |   |                                                    | -       |    |   |                                                      | 38,076  |    |   |                                                                                    | 63,076 |   |
|      Advance from stockholder                                |   |                                                    | 3,500   |    |   |                                                      | 3,500   |    |   |                                                                                    | 11,825 |   |
|                                                                                  |   |                                                         |    |    |   |                                                           |    |    |   |                                                                                         |   |
| Cash generated from financing activities                                              |   |                                                    | 3,500   |    |   |                                                      | 41,576  |    |   |                                                                                    | 74,901 |   |
|                                                                                  |   |                                                         |    |    |   |                                                           |    |    |   |                                                                                         |   |
| Change in cash                                                                        |   |                                                    | (4,711  | )       |   |                                                      | 29,566  |    |   |                                                                                    | 48,330 |   |
| Cash - beginning                                                                      |   |                                                    | 53,041  |    |   |                                                      | 23,475  |    |   |                                                                                    | -      |   |
|                                                                                  |   |                                                         |    |    |   |                                                           |    |    |   |                                                                                         |   |
| Cash - end                                                                            |   | $                                                       | 48,330  |    |   |                                                      | $       | 53,041  |   |                                                                                    |   | $ | 48,330 |   |
|                                                                                  |   |                                                         |    |    |   |                                                           |    |    |   |                                                                                         |   |

See Notes to Financial Statements

F-5

----

**Amalgamated Pictures Corp.**     (a development stage company)

** Statement of Changes in Stockholders' Equity**** For the period March 18, 2005 (inception) to December 31, 2008**

|                                                                                                                                                       |   |          | **Common Stock** |   |       |    | **Additional**** paid-in**** capital** |   |        | **Deficit**** accumulated****during****development****stage** |   |         |        | **Total** |   |
|------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|---------------|------------------|--------|------------|---------|--------------------------------------------------|--------|-------------|--------------------------------------------------------------------|--------|--------------|-------------|-----------|--------|
|                                                                                                                                                       |   |          |                  |   |       |    |                                             |   |        |                                                               |   |         |
|                                                                                                                                                       |   |          | **Shares**       |   | **Amount** |    |                                             |   |        |                                                               |   |         |        |      |
|                                                                                                                                                       |   |          |                  |   |            |    |                                             |   |             |                                                               |   |              |        |      |   |  |   |
| Issued to founder for cash at $0.004 per share on March 18, 2005                                                                                           |   | 6,250,000     |             | $      | 625        |    |                                             | $      | 24,375      |                                                               |   |         |        |      | $      | 25,000 |   |
| Issued for legal services, amount recorded based on the fair value of                 stock at $0.004 per share on March 18, 2005 |   | 135,000       |             |   | 13         |    |                                             |   | 527         |                                                               |   |         |        |      |   | 540 |   |
| Fair value of services and office space, provided by principal shareholder,                 recorded as contributed capital       |   |          |             |   |       |    |                                             |   | 20,900      |                                                               |   |         |        |      |   | 20,900 |   |
| Net loss                                                                                                                                                   |   |          |             |   |       |    |                                             |   |        |                                                               | $      | (20,792      | )           |      |   | (20,792 | ) |
|                                                                                                                                                       |   |               |             |   |            |    |                                             |   |             |                                                               |   |              |        |      |   |  |   |
| **Balance December 31, 2005**                                                                                                                              |   | **6,385,000** |             |   | **638**    |    |                                             |   | **45,802**  |                                                               |   | **(20,792**  | **)**       |      |   | **25,648** |   |
|                                                                                                                                                       |   |          |             |   |       |    |                                             |   |        |                                                               |   |         |        |      |   |   |   |
| Fair value of services and office space, provided by principal shareholder,                 recorded as contributed capital       |   |          |             |   |       |    |                                             |   | 26,400      |                                                               |   |         |        |      |   | 26,400 |   |
| Net loss                                                                                                                                                   |   |          |             |   |       |    |                                             |   |        |                                                               |   | (29,683      | )           |      |   | (29,683 | ) |
|                                                                                                                                                       |   |               |             |   |            |    |                                             |   |             |                                                               |   |              |        |      |   |  |   |
| **Balance December 31, 2006**                                                                                                                              |   | **6,385,000** |             |   | **638**    |    |                                             |   | **72,202**  |                                                               |   | **(50,475**  | **)**       |      |   | **22,365** |   |
|                                                                                                                                                       |   |          |             |   |       |    |                                             |   |        |                                                               |   |         |        |      |   |   |   |
|                                                                                                                                                       |   |          |             |   |       |    |                                             |   |        |                                                               |   |         |        |      |   |   |   |   |
| Issued for cash at $0.51 per unit                                                                                                                          |   |          | 74,660           |   |       | 8       |                                             |   |        | 38,069                                                             |   |         |        |      |   |   | 38,076 |   |
| Record deferred offering costs as reduction of additional paid-in capital                                                                                  |   |          |             |   |       |    |                                             |   |        | (3,716                                                             | )      |         |        |      |   |   | (3,716 | ) |
| Fair value of services and office space, provided by principal shareholder,                 recorded as contributed capital       |   |          |             |   |       |    |                                             |   |        | 8,400                                                              |   |         |        |      |   |   | 8,400 |   |
| Net loss                                                                                                                                                   |   |          |             |   |       |    |                                             |   |        |                                                               |   |         | (29,541     | )         |   |   | (29,541 | ) |
|                                                                                                                                                       |   |          |                  |   |       |         |                                             |   |        |                                                                    |   |         |             |      |   |   |  |   |
| **Balance December 31, 2007**                                                                                                                              |   |          | **6,459,660**    |   |       | **646** |                                             |   |        | **114,955**                                                        |   |         | **(80,016** | **)**     |   |   | ** 35,585** |   |
|                                                                                                                                                       |   |          |             |   |       |    |                                             |   |        |                                                               |   |         |        |      |   |   |   |   |
| Fair value of office space, provided by principal shareholder,                 recorded as contributed capital                    |   |          |             |   |       |    |                                             |   | 2,400       |                                                               |   |         |        |      |   | 2,400 |   |
| Net loss                                                                                                                                                   |   |          |             |   |       |    |                                             |   |        |                                                               |   | (34,101      | )           |      |   | (34,101 | ) |
|                                                                                                                                                       |   |               |             |   |            |    |                                             |   |             |                                                               |   |              |        |      |   |  |   |
| **Balance December 31, 2008**                                                                                                                              |   | **6,459,660** |             | **$**  | **646**    |    |                                             | **$**  | **117,355** |                                                               | **$**  | **(114,117** | **)**       |      | **$**  | **3,884** |   |
|                                                                                                                                                       |   |          |                  |   |       |         |                                             |   |        |                                                                    |   |         |             |      |   |   |  |   |

See Notes to Financial Statements    

F-6

----

**AMALGAMATED PICTURES CORP.**     (a development stage company)

 Summary of Significant Accounting Policies     December 31, 2008

**Nature of Development Stage Operations**

Amalgamated Pictures Corp., (the "Company") was formed on March 18, 2005 as a Florida corporation. The Company has been organized with the intent to operate in the entertainment industry, specifically, in connection with the development, production, marketing and distribution of low-budget digital films. The Company's activities to date have consisted primarily of organizational and equity fund-raising activities and producing its first film. The Company has not yet commenced its principal revenue producing activities.

On January 10, 2008, the Company formed, as a wholly owned subsidiary, Abbreviated Pictures Corp. The new corporation will focus on short-form films suitable for Internet distribution.

**Fiscal Year**

The Company has chosen December 31 as the end of its fiscal year.

**Use of Estimates**

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

**Cash and Cash Equivalents**

For financial statement presentation purposes, the Company considers those short-term, highly liquid investments with original maturities of three months or less to be cash or cash equivalents.

**Valuation of Long-lived Assets**

The Company reviews the recoverability of its long-lived assets, including buildings, equipment and intangible assets, when events or changes in circumstances occur that indicate that the carrying value of the asset may not be recoverable. The assessment of possible impairment is based on the Company's ability to recover the carrying value of the asset from the expected future pre-tax cash flows (undiscounted and without interest charges) of the related operations. If these cash flows are less than the carrying value of such asset, an impairment loss is recognized for the difference between estimated fair value and carrying value. The primary measure of fair value is based on discounted cash flows. The measurement of impairment requires management to make estimates of these cash flows related to long-lived assets, as well as other fair value determinations.

The Company amortizes the costs of other intangibles (excluding goodwill) over their estimated useful lives unless such lives are deemed indefinite. Amortizable intangible assets are tested for impairment based on undiscounted cash flows and, if impaired, written down to fair value based on either discounted cash flows or appraised values. Intangible assets with indefinite lives are tested for impairment, at least annually, and written down to fair value as required.

F-7

----

**AMALGAMATED PICTURES CORP.**    (a development stage company)

 Summary of Significant Accounting Policies (Continued)    December 31, 2008

**Revenue and Expense Recognition**

Revenue is recognized when earned rather than when received. Sales are recognized when a product is delivered or shipped to the customer and all material conditions relating to the sale have been substantially performed. Expenses are charged to operations as incurred.

Under certain circumstances, the Company recognizes revenue in accordance with the provisions of Statement of Financial Accounting Standards No. 139 and American Institute of Certified Public Accountants Statement of Position 00-2 (collectively referred to as "SOP 00-2").

**Capitalized Film Costs**

Capitalized film costs consist of investments in films which include the unamortized costs of completed films which have been produced by the Company. Capitalized costs include all direct production and financing costs, and production overhead. Costs of acquiring and producing films are amortized using the individual-film-forecast method, whereby these costs are amortized and participation and residual costs are accrued in the proportion that current year's revenue bears to management's estimate of ultimate revenue at the beginning of the current year expected to be recognized from the exploitation, exhibition or sale of the films.

Ultimate revenue includes estimates over a period not to exceed ten years following the date of initial release.

Capitalized film costs are stated at the lower of amortized cost or estimated fair value on an individual film basis. The valuation of investment in films is reviewed on a title-by-title basis, when an event or changes in circumstances indicated that the fair value of a film is less than its unamortized cost. The fair value of the film is determined using management's future revenue and cost estimates. Additional amortization is recorded in the amount by which the unamortized costs exceed the estimated fair value of the film.  Estimates of future revenue involve measurement uncertainty and it is therefore possible that reductions in the carrying value of investment in films may be required as a consequence of changes in management's future revenue estimates. 

**Stock-based Compensation**

Stock-based compensation is accounted for using the intrinsic value method prescribed in Accounting Principles Board, or APB, Opinion No. 25, "*Accounting for Stock Issued to Employees*," or APB 25, and related interpretations. Under APB 25, compensation cost is measured as the excess, if any, of the closing market price of the Company's stock at the date of grant over the exercise price of the option granted. The Company recognizes compensation cost for stock options, if any, ratably over the vesting period. Generally, options are to be granted with an exercise price equal to the closing market price of the Company's stock on the grant date. Additional pro forma disclosures are to be provided as required under SFAS No. 123, "*Accounting for Stock-Based Compensation*," or SFAS 123, as amended by SFAS No. 148, "*Accounting for Stock-Based Compensation-Transition and Disclosure an Amendment of FASB Statement No. 123*," or SFAS 148, using the Black-Scholes pricing model. The value of the equity instrument shall be charged to earnings and in accordance with FASB Interpretation No. 28, "*Accounting for Stock Appreciation Rights and Other Variable Stock Option or Award Plans - an interpretation of APB Opinions No. 15 and 25*."

**Earnings per Common Share**

The Company has adopted the provisions of Statement of Financial Accounting Standards No. 128 "*Earnings per Share*" ("SFAS 128"). SFAS 128 replaces the previous "primary" and "fully-diluted" earnings per share with "basic" and "diluted" earnings per share. Unlike "primary" earnings per share that included the dilutive effects of options, warrants and convertible securities, "basic" earnings per share reflects the actual weighted average of shares issued and outstanding during the period. "Diluted" earnings per share are computed similarly to "fully diluted" earnings per share. In a loss year, the calculation for "basic" and "diluted" earnings per share is considered to be the same, as the impact of potential common shares is anti-dilutive. The weighted average of shares issued and outstanding has been retroactively adjusted, since inception, to reflect the 10-for-1 forward split, described below in *Note 4 - Stockholders' Equity - Description of Securities - Common Stock.*

F-8

----

**AMALGAMATED PICTURES CORP.**    (a development stage company)    Summary of Significant Accounting Policies (Continued)    December 31, 2008

**Income Taxes**

The Company must make certain estimates and judgments in determining income tax expense for financial statement purposes. These estimates and judgments occur in the calculation of certain tax assets and liabilities, which arise from differences in the timing of recognition of revenue and expense for tax and financial statement purposes.

Deferred income taxes are recorded in accordance with SFAS No. 109, "*Accounting for Income Taxes*," or SFAS 109. Under SFAS No. 109, deferred tax assets and liabilities are determined based on the differences between financial reporting and the tax basis of assets and liabilities using the tax rates and laws in effect when the differences are expected to reverse. SFAS 109 provides for the recognition of deferred tax assets if realization of such assets is more likely than not to occur. Realization of net deferred tax assets is dependent upon generating sufficient taxable income in future years in appropriate tax jurisdictions to realize benefit from the reversal of temporary differences and from net operating loss, or NOL, carryforwards.

The Company has determined it more likely than not that these timing differences will not materialize and has provided a valuation allowance against substantially all of its net deferred tax asset. The Company's management will continue to evaluate the realizability of the deferred tax asset and its related valuation allowance. If the assessment of the deferred tax assets or the corresponding valuation allowance were to change, the related adjustment to income would be recorded during the period in which the determination is made. The tax rate may also vary based on results and the mix of income or loss in domestic and foreign tax jurisdictions in which the Company operates.

In addition, the calculation of tax liabilities involves dealing with uncertainties in the application of complex tax regulations. Recognition of liabilities for anticipated tax audit issues in the U.S. and other tax jurisdictions is based on estimates of whether, and to the extent to which, additional taxes will be due. If it is ultimately determined that payment of these amounts is unnecessary, the liability will be reversed and a tax benefit will be recognized during the period in which it is determined that the liability is no longer necessary. An additional charge in the provision for taxes will be recorded in the period in which it is determined that the recorded tax liability is less than the ultimate assessment is expected to be.

**Start-up Costs**

In April 1998, the American Institute of Certified Public Accountants issued Statement of Position No. 98-5, "Reporting for Costs of Start-Up Activities" ("SOP 98-5"). Pursuant to this statement, the Company is required to expense all start-up costs related to new operations. Accordingly, the Company has expensed organization costs of $140.

F-9

----

**AMALGAMATED PICTURES CORP.**    (a development stage company)

 Summary of Significant Accounting Policies (Continued)    December 31, 2008

**Selected Recent Accounting Pronouncements**

In December 2007, the Financial Accounting Standards Board issued FASB Statement No. 141 (Revised 2007), *Business Combinations* (“SFAS 141R”). SFAS 141R provides additional guidance on improving the relevance, representational faithfulness, and comparability of the financial information that a reporting entity provides in its financial reports about a business combination and its effects. This Statement applies prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008.

In December 2007, the Financial Accounting Standards Board issued FASB Statement No. 160, *Noncontrolling Interests in Consolidated Financial Statements—an amendment of ARB No. 51* (“SFAS 160”). SFAS 160 amends ARB No. 51 to establish accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. This Statement is effective for fiscal years and interim periods within those fiscal years, beginning on or after December 15, 2008. The Company is currently evaluating the impact of adopting SFAS 160 on our financial statements.

In May 2008, the FASB issued SFAS No. 162, “*The Hierarchy of Generally Accepted Accounting Principles.*”  SFAS 162 identifies the sources of accounting principles and the framework for selecting the principles used in the preparation of financial statements of nongovernmental entities that are presented in conformity with generally accepted accounting principles (GAAP) in the United States.  SFAS 162 is effective 60 days following the SEC's approval of the Public Company Accounting Oversight Board amendments to AU Section 411, *The Meaning of Present Fairly in Conformity With Generally Accepted Accounting Principles*.  The Company is currently evaluating the impact of SFAS 162 on its financial statements but does not expect it to have a material effect.

Management does not anticipate that the adoption of these standards will have a material impact on the financial statements.

F-10

----

**AMALGAMATED PICTURES CORP.**    (a development stage company)

 Notes to Financial Statements     December 31, 2008

**Note 1 - Capitalized Film Costs**

During the year ended December 31, 2007, the Company capitalized $33,399 of expenses in connection with the making of the film, *Foreign Devils.* The carrying value of the entire amount of capitalized film costs consists of films in process at December 31, 2008.

**Note 2 - Related Party Transactions**

Beginning in March 2005 and continuing through December 31, 2008, the Company's principal stockholder advanced $11,825 to the Company. The advances are non-interest bearing, unsecured and due on January 31, 2010.

The principal stockholder provided, without cost to the Company, his services, valued at $2,000 per month, which totaled $0 and $6,000 for the years ended December 31, 2008 and 2007, respectively; and $49,000 from inception. The principal stockholder also provided, without cost to the Company, office space valued at $200 per month, which totaled $2,400 for 2008; $2,400 for 2007; and $9,100 from inception. The combined total of these expenses, $2,400 for the year ended December 31, 2008; $26,400 for the year ended December 31, 2007; and $58,100 from inception to December 31, 2008 is reflected in the statement of operations as general and administrative expenses with a corresponding contribution of additional paid-in capital.

On April 1, 2007, the Company began to accrue $2,000 per month as officer's salary for the principal stockholder in his capacity as president. As of December 31, 2008, the total of accrued but unpaid officer's salary was $42,000. Also during the production phase of motion picture development*,* from April 1, 2007 through September 30, 2007, the Company accrued $4,000 per month as production fees for the principal stockholder's providing film making equipment and for his services as film producer*.* As of December 31, 2008, the total of accrued but unpaid production fees was $24,000.

**Note 3 - Income Taxes**

The Company has approximately $25,000 in net operating loss carryovers available to reduce future income taxes, resulting in deferred tax assets of approximately $8,500. These carryovers expire in 2028. The Company has adopted SFAS 109 which provides for the recognition of a deferred tax asset based upon the value the loss carryforwards will have to reduce future income taxes and management's estimate of the probability of the realization of these tax benefits. The Company has determined it more likely than not that these timing differences will not materialize and has provided a valuation allowance against substantially all of its net deferred tax asset.

**Note 4 - Stockholders' Equity**

**Description of Securities**

***Common Stock***

The Company is authorized to issue 50,000,000 shares of common stock, with par value of $0.0001 per share. As of December 31, 2008 and December 31, 2007, 6,459,660 and 6,459,660 shares of common stock, respectively, were issued and outstanding. The number of issued and outstanding shares has been retroactively adjusted for a 10-for-1 forward split, which became effective on February 22, 2008. The stock split was accomplished by the issuance of nine additional shares for each share owned as of the record date. All references as to the shares of the Company's common stock, since inception, have been restated to reflect the stock split.

Holders of common stock are entitled to receive dividends, when and if declared by the board of directors, subject to prior rights of holders of any preferred stock then outstanding and to share ratably in the net assets of the company upon liquidation. Holders of common stock do not have preemptive or other rights to subscribe for additional shares. The articles of incorporation do not provide for cumulative voting. Shares of common stock have equal voting, dividend, liquidation and other rights, and have no preference, exchange or appraisal rights.      

***Preferred Stock***

The Company is authorized to issue 5,000,000 shares of preferred stock with par value of $0.0001 per share. As of December 31, 2008, no shares of preferred stock had been issued. The articles of incorporation provide that the Company's board of directors, without shareholder approval, is authorized to issue the preferred stock in one or more series and can fix the number of shares constituting any series, and can fix the terms, including the rights pertaining to dividends, conversions, voting, redemption and liquidation.

F-11

----

**AMALGAMATED PICTURES CORP.**     (a development stage company)

 Notes to Financial Statements (Continued)     December 31, 2008

***Warrants***

As of December 31, 2008, there were 74,660 Class A warrants outstanding. Each warrant grants the holder, until December 31, 2009, the right to purchase one share of the Company's common stock at $0.60 per share. The number of warrants and the exercise price of the warrants have been retroactively adjusted because of the stock split described above in *Note 4 - Stockholders' Equity - Description of Securities - Common Stock.*

**Securities Issued for Cash**

On March 18, 2005, the Company issued 6,250,000 shares of common stock, which are restricted as to transferability, to its founder and president for $25,000 cash. The number of shares has been retroactively adjusted because of the stock split described above in *Note 4 - Stockholders' Equity - Description of Securities - Common Stock.*

On December 31, 2007, the Company completed its initial public offering of units consisting of one share of common stock and one Class A warrant. The Company sold a total of 74,660 units at $0.51 per unit. The Company received $38,076, as gross proceeds of the offering, and $34,360 as net proceeds. The expenses of the offering, $3,716, were initially recorded as *Deferred**offering costs.* Upon completion of the offering, *Deferred offering costs* was reclassified as a reduction of *Additional paid-in capital*. The number of units and price per unit have been retroactively adjusted because of the stock split described above in *Note 4 - Stockholders' Equity - Description of Securities - Common Stock.*

**Common Stock Issued for Services**

On March 18, 2005, the Company issued 135,000 shares of common stock, which were initially restricted as to transferability, for legal services in connection with the Company's public offering of securities. The shares were valued at $540, which represented the fair value of the stock issued. The number of shares has been retroactively adjusted because of the stock split described above in *Note 4 - Stockholders' Equity - Description of Securities - Common Stock.*

**Note 5 - Stock Option Plan**

On March 18, 2005, the Company adopted the 2005 Amalgamated Pictures Corp. Stock Option Plan (the "Plan"). The Plan provides for the issuance of up to 500,000 shares for options over a ten-year period. Under provisions of the Plan, the purchase price for a share of stock subject to the options shall not be less than 100% of the fair market value of the stock at the date of grant. As of December 31, 2008 and 2007, no options had been granted.

F-12

----

**SIGNATURES**

**           ** In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this annual report to be signed on its behalf by the undersigned, thereunto duly authorized.

|   |   | Amalgamated Pictures Corp.                                  |
|--------|--------|-------------------------------------------------------------|
|   |   |                                                             |
|   |   | (Registrant)                                                |
|   |   |                                                        |
| By:    |   | /s/ Avery Pack                                              |
|   |   |                                                             |
|   |   | Avery Pack            President and Chief Executive Officer |
|   |   |                                                        |
| Date:  |   | April 15, 2009                                              |

    In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

| By:         |   | /s/ Avery Pack                                                                                                                                  |
|-------------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------|
|        |   |                                                                                                                                                 |
|        |   | Avery Pack            Principal Executive Officer, Director,            Principal Accounting Officer and            Principal Financial Officer |
|        |   |                                                                                                                                            |
|  Date: |   | April 15, 2009                                                                                                                                  |
|        |   |                                                                                                                                            |

----

** Exhibits**
|   | **Exhibit          No.** |   | **Description**                                                                                                                                                                   |
|--------|--------------------------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                          |   |                                                                                                                                                                                   |
|   | 3.1                      |   | Amended and Restated Articles of Incorporation (*1)                                                                                                                               |
|   | 3.2                      |   | Bylaws (*1)                                                                                                                                                                       |
|   | 3.6                      |   | Class A Redeemable Warrant Agreement including Form of Class A Redeemable Warrant Certificate (*1)                                                                                |
|   | 4.1                      |   | Specimen Common Stock Certificate (*1)                                                                                                                                            |
|   | 10.1                     |   | Letter Commitment of Avery Pack to Lend Funds dated November 28, 2005 (*2)                                                                                                        |
|   | 10.4                     |   | 2005 Amalgamated Pictures Corp. Stock Option Plan (*1)                                                                                                                            |
|   | 14.1                     |   | Code of Business Conduct (*3)                                                                                                                                                     |
|   | 21.0                     | **     | Subsidiaries of Registrant                                                                                                                                                        |
|   | 31.1                     | **     | Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of the Chief Executive Officer and Chief Financial Officer |
|   | 32.1                     | **     | Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of the Chief Executive Officer and Chief Financial Officer |
|   |                     |   |                                                                                                                                                                              |
|   | **                       |   | Filed herewith                                                                                                                                                                    |
|   | (*1)                     |   | Incorporated by reference to Amalgamated Pictures Corp. SB-2, filed May 23, 2005                                                                                                  |
|   | (*2)                     |   | Incorporated by reference to Amalgamated Pictures Corp. SB-2/A filed November 30, 2005                                                                                            |
|   | (*3)                     |   | Incorporated by reference to Amalgamated Pictures Corp. 10-KSB for the year ended December 31, 2005, filed April 12, 2006                                                         |