**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, 2009**

**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** |
|---------------------------------------------------------------------------------|
|                                                                                 |
| (Title of Class)                                                                |

| **Check whether the registrant:**                                                                                                                                                                                                                                                                                                                                                                 |
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 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   , 2009.

As of April 13, 2010, there was no market value of Amalgamated Pictures            Corp. common stock held by non-affiliates.

As of April 13, 2010, 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 continue to investigate    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    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, 2010 and December 31, 2009, 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, 2010 and December 31, 2009, there were 74,660 Class A warrants    outstanding. Each warrant grants the holder, until December 31, 2010, 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, 2010, 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, 2009 and December 31, 2008 and for the period March 18, 2005 (inception) through December 31, 2009:*

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

**            Expenses    -** For the year ended December 31, 2009, total expenses were $12,211    compared to $34,681 in 2008. Expenses in 2009 consisted primarily    of accrued but unpaid officer's salary of $6,000, professional expense,    $3,500 and the fair value of office space provided by our sole officer and    director, without cost to us, $2,400. Expenses in 2008 consisted primarily    of accrued but unpaid officer's salary of $24,000, professional expense,    $3,500 and office space provided by our sole officer and director, without cost    to us, $2,400. The fair value of office space was reflected in the statement of    operations for 2009 and 2008, 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, 2009, total expenses were $128,786.

**            Interest    income -** Interest income earned for the year ended December 31, 2009 was $661, which compares to $580 in 2008.

            Since    inception, we earned $3,119 on our invested cash.

**            Net    loss - **Net loss, before taxes, for the year ended December 31, 2009, was $11,550, which compares to a loss of $34,101 for the year ended December 31, 2008.

            For    the period March 18, 2005 (inception) through December 31, 2009, the total net loss was $125,667.

            We    have not reduced our net loss for the period from inception, March 18, 2005, through December 31, 2009, 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, 2009, net loss per share was $0.00 and for the year ended December 31, 2008, net loss per share was $0.01.  Per share net loss was based on 6,459,660 weighted average common    shares outstanding in 2009 and 2008.

**Liquidity and Capital Resources**

            As    of December 31, 2009, the balance of our cash and cash equivalents was $48,855.    We believe that we have enough cash to execute our business plan for the next    12 months. With the cash available, we plan to continue 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 2010.

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

**           ** Our audited financial statements for the fiscal years ended December 31, 2009 and December 31, 2008 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, 2009. 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, 2009,    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, 2009 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, 2009, 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, 2009, 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 |   | 32      |   | 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 |   | 2007 |   |                   $     18,000 | (1) | 0 |   | 0 |   | 0 |   | 0 |   |      $   24,000(2)    |
|   |                                                                                                        | 2008 |   | 24,000 | (1) | 0 |   | 0 |   | 0 |   | 0 |   |                        0 |
|   |                                                                                                        | 2009 |   | 6,000 | (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. In January 2009, the salary accrual was reduced    to $500 per month. As of December 31, 2009, the total of accrued but unpaid    officer's salary was $48,000. 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, 2009, 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, 2010, 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, 2010, 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, 2009, Avery Pack advanced $15,500 to us. The advances are non-interest bearing, unsecured and due on January 31, 2011.

            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. In January 2009, the salary accrual was    reduced to $500 per month. As of December 31, 2009, the total of accrued but unpaid officer's salary was $48,000. 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, 2009, 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 $0 for the years    ended December 31, 2009 and 2008, 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 2009; 2,400 for 2008;    and $11,500 from inception. The combined total of these expenses, $2,400 for the    year ended December 31, 2009; $2,400 for the year ended December 31, 2008; and $60,500 from inception to December 31, 2009 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, 2008; and $3,500 for audit services for the    year ended December 31, 2009.  Mr. Cronin did not provide audit related    services, tax services or any other services in 2008 and 2009.

----

**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, 2009 and December 31, 2008                                                                                                                                                    |   | F-3 |
| Statement of Operations                   For years ended December 31, 2009 and December 31, 2008                   For period from March 18, 2005 (inception) through December 31, 2009 |   | F-4 |
| Statement of Cash Flows                   For years ended December 31, 2009 and December 31, 2008                   For period from March 18, 2005 (inception) through December 31, 2009      |   | F-5 |
| Statement of Changes in Stockholders' Equity                   For period from March 18, 2005 (inception) through December 31, 2009                                                                                    |   | 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, 2009 and December 31, 2008 and the    related statements of operations, cash flows and changes in stockholders'    equity for the years ended December 31, 2009 and December 31, 2008 and for the    cumulative development stage period of March 18, 2005 (inception) through    December 31, 2009. 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, 2009 and December 31,    2008 and the results of its operations, its cash flows and changes in    stockholders' equity for the years ended December 31, 2009 and December 31, 2008,    and for the cumulative development stage period of  March 18, 2005    (inception) through December 31, 2009  in conformity with accounting    principles generally accepted in the United States. 
| /s/ Michael Cronin                                     |
|--------------------------------------------------------|
|                                                        |
| Michael F. Cronin          Certified Public Accountant |
| Orlando, Florida                                       |

April 15, 2010

F-2

----

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

**  Balance Sheet** |
|--------------------------------------------------------------------------------------------------------------------|
|                                                                                                               |
|                                                                                                               |   |   |   |   | **December  31,              2009** |   |   |   |   | **December 31,              2008** |   |   |   |
|                                                                                                               |   |   |   |   |  |   |   |   |   |  |   |   |   |
| **ASSETS**                                                                                                         |
| Current assets:                                                                                                    |   |   |   |   |   |   |   |   |   |   |   |
|                                                                                                               |   | Cash and cash equivalents |   | $ | 48,855 |   |   |   |   | $ | 48,330 |   |   |   |
|                                                                                                               |   |   |   |   |  |   |   |   |   |  |   |   |   |
|                                                                                                               | Total current assets |   |   | 48,855 |   |   |   |   |  48,330 |   |   |   |
|                                                                                                               |   |   |   |   |  |   |   |   |  |   |   |   |
| Capitalized Film Costs                                                                                             |   |   | 33,399 |   |   |   |   |   | 33,399 |   |   |   |
|                                                                                                               |   |  |   |   |   |   |  |   |   |   |
| Total Assets                                                                                                       |   | $ | 82,254 |   |   |   |   | $ | 81,729 |   |   |   |
|                                                                                                               |   |   |   |   |  |   |   |   |  |   |   |   |
| **LIABILITIES AND STOCKHOLDERS'            EQUITY**                                                                |
|                                                                                                               |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Current liabilities:                                                                                               |   |   |   |   |   |   |   |   |   |   |   |
|                                                                                                               |   | Accounts payable |   | $ | 20 |   |   |   |   | $ | 20 |   |   |   |
|                                                                                                               |   | Accrued officer's salaries and producer's  fees |   |   | 72,000 |   |   |   |   |   | 66,000 |   |   |   |
|                                                                                                               |   |   |   |  |   |   |   |   |  |   |   |   |
|                                                                                                               | Total current liabilities: |   |   | 72,020 |   |   |   |   |          66,020 |   |   |   |
|                                                                                                               |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Advances from stockholder                                                                                          |   |   | 15,500 |   |   |   |   | 11,825 |   |   |   |
|                                                                                                               |   |   |   |   |  |   |   |   |  |   |   |   |
| Total Liabilities:                                                                                                 |   |   | 87,520 |   |   |   |   | 77,845 |   |   |   |
|                                                                                                               |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| 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 |   |   | 119,755 |   |   |   |   | 117,355 |   |   |   |
|                                                                                                               |   | Deficit accumulated during development stage |   |   | (125,667 | ) |   |   |   |  (114,117 | ) |   |   |
|                                                                                                               |   |   |   |   |  |   |   |   |   |  |   |   |   |
| Total stockholders' equity (deficiency)                                                                            |   |   | (5,266 | )  |   |   |   | 3,884 |   |   |   |
|                                                                                                               |   |   |   |   |  |   |   |   |  |   |   |   |
| Total Liabilities and Stockholders' Equity                                                                         |   | $ | 82,254 |   |   |   |   | $ | 81,729 |   |   |   |
|                                                                                                               |   |   |   |   |  |   |   |   |  |   |   |   |

See Notes to Financial Statements

F-3

----

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

|                                                                                   |   | **For  the            Year  Ended****December 31,            2009**        |   |   |    | **For  the            Year Ended****December 31,            2008** |   |   |   | **For  the Period            March 18,            2005            (inception) to****December 31,            2009** |   |
|----------------------------------------------------------------------------------------|--------|--------------------------------------------------------------------------------------|--------|--------|---------|-------------------------------------------------------------------------|--------|--------|--------|-------------------------------------------------------------------------------------------------------------------------|--------|
|                                                                                   |   |                                                                                      |   |   |    |                                                                         |   |   |   |                                                                                                                         |   |
| Net sales                                                                              | $      |  -                                                                              |   |   |  $ |  -                                                                 |   |   | $      | -                                                                                                                       |   |
| Costs applicable to sales and revenue                                                  |   |  -                                                                              |   |   |    | -                                                                       |   |   |   |  -                                                                                                                 |   |
|                                                                                   |   |                                                                                      |   |   |    |                                                                         |   |   |   |                                                                                                                         |   |
| Gross profit                                                                           |   |  -                                                                              |   |   |    |  -                                                                 |   |   |   | -                                                                                                                       |   |
|                                                                                   |   |                                                                                 |   |   |    |                                                                    |   |   |   |                                                                                                                    |   |
| Expenses                                                                               |   |                                                                                 |   |   |    |                                                                    |   |   |   |                                                                                                                    |   |
|          General and            administrative |   |                        12,211 |   |   |    | 34,611                                                                  |   |   |   | 128,646                                                                                                                 |   |
|          Organization expense                  |   | -                                                                                    |   |   |    |  70                                                                |   |   |   |  140                                                                                                               |   |
|                                                                                   |   |                                                                                      |   |   |    |                                                                         |   |   |   |                                                                                                                         |   |
|           Total expenses                  |   | 12,211                                                                               |   |   |    | 34,681                                                                  |   |   |   | 128,786                                                                                                                 |   |
|                                                                                   |   |                                                                                      |   |   |    |                                                                         |   |   |   |                                                                                                                         |   |
| Loss before income taxes and interest income                                           |   |  (12,211                                                                        | )      |   |    | (34,681                                                                 | )      |   |   | (128,786                                                                                                                | )      |
|                                                                                   |   |                                                                                 |   |   |    |                                                                    |   |   |   |                                                                                                                    |   |
| Interest income                                                                        |   | 661                                                                                  |   |   |    | 580                                                                     |   |   |   | 3,119                                                                                                                   |   |
|                                                                                   |   |                                                                                      |   |   |    |                                                                         |   |   |   |                                                                                                                         |   |
|                                                                                   |   | (11,550                                                                              | )      |   |    | (34,101                                                                 | )      |   |   | (125,667                                                                                                                | )      |
| Income taxes                                                                           |   |  -                                                                              |   |   |    |  -                                                                 |   |   |   |  -                                                                                                                 |   |
|                                                                                   |   |                                                                                      |   |   |    |                                                                         |   |   |   |                                                                                                                         |   |
| Net loss                                                                               | $      | (11,550                                                                              | )      |   |  $ |  (34,101                                                           | )      |   | $      | (125,667                                                                                                                | )      |
|                                                                                   |   |                                                                                      |   |   |    |                                                                         |   |   |   |                                                                                                                         |   |
| Basic net loss per share                                                               | $      | (0.00                                                                                | )      |   |  $ |      (0.01                                          | )      |   |   |                                                                                                                    |   |
|                                                                                   |   |                                                                                      |   |   |    |                                                                         |   |   |   |                                                                                                                    |   |
| Weighted average common shares outstanding                                             |   | 6,459,660                                                                            |   |   |    |  6,459,660                                                         |   |   |   |                                                                                                                    |   |
|                                                                                   |   |                                                                                      |   |   |    |                                                                         |   |   |   |                                                                                                                    |   |

See Notes to Financial Statements

F-4

----

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

** Statement of Cash Flows**

|                                                                                             |   | **For the Year****Ended****December  31,****2009** |    |    |   | **For the Year            Ended****December 31,****2008** |   |    |   | **For the Period****March 18,****2005****(inception) to****December  31,****2009** |   |
|--------------------------------------------------------------------------------------------------|--------|---------------------------------------------------------|---------|---------|--------|-----------------------------------------------------------|--------|---------|--------|-----------------------------------------------------------------------------------------|--------|
|                                                                                             |   |                                                         |    |    |   |                                                           |   |    |   |                                                                                         |   |
| Cash flows from operating activities:                                                            |   |                                                    |    |    |   |                                                      |   |    |   |                                                                                    |   |   |
|                                                                                             |   |                                                    |    |    |   |                                                      |   |    |   |                                                                                    |   |   |
|      Net loss                                                           |   | $                                                       | (11,550 | )  |   |                                                      | $      | (34,101 | )      |                                                                                    |   | $ | (125,667 | ) |
|      Fair value of office space provided by principal            stockholder |   |                                                    | 2,400   |    |   |                                                      | 2,400  |    |   |                                                                                    | 11,500 |   |
|      Fair value of services provided by principal            stockholder     |   |                                                    | -       |    |   |                                                      | -      |    |   |                                                                                    | 49,000 |   |
|      Increase of deferred expenses paid in cash                         |   |                                                    | -       |    |   |                                                      | -      |    |   |                                                                                    | (3,175 | ) |
|      Increase (decrease) of accounts payable                                 |   |                                                    | -       |    |   |                                                      | (510   | )  |   |                                                                                    | 20     |   |
|      Increase of accrued officer's salary                                    |   |                                                    | 6,000   |    |   |                                                      | 24,000 |    |   |                                                                                    | 48,000 |   |
|                                                                                             |   |                                                         |    |    |   |                                                           |   |    |   |                                                                                         |   |
| Cash used in operating activities                                                                |   | (3,150                                                  | )       |    |   | (8,211                                                    | )      |    |   | (20,322                                                                                 | )      |
|                                                                                             |   |                                                         |    |    |   |                                                           |   |    |   |                                                                                         |   |
| Cash flows from investing activities:                                                            |   |                                                    |    |    |   |                                                      |   |    |   |                                                                                    |   |
|      Investment in film production                                           |   | -                                                       |    |    |   | -                                                         |   |    |   | (9,399                                                                                  | )      |
|                                                                                             |   |                                                         |    |    |   |                                                           |   |    |   |                                                                                         |   |
| Cash used in investing activities                                                                |   | -                                                       |    |    |   | -                                                         |   |    |   | (9,399                                                                                  | )      |
|                                                                                             |   |                                                         |    |    |   |                                                           |   |    |   |                                                                                         |   |
| Cash flows from financing activities:                                                            |   |                                                    |    |    |   |                                                      |   |    |   |                                                                                    |   |
|      Proceeds from the issuance of common stock                         |   |                                                    | -       |    |   |                                                      | -      |    |   |                                                                                    | 63,076 |   |
|      Advance from stockholder                                           |   |                                                    | 3,675   |    |   |                                                      | 3,500  |    |   |                                                                                    | 15,500 |   |
|                                                                                             |   |                                                         |    |    |   |                                                           |   |    |   |                                                                                         |   |
| Cash generated from financing activities                                                         |   |                                                    | 3,675   |    |   |                                                      | 3,500  |    |   |                                                                                    | 78,576 |   |
|                                                                                             |   |                                                         |    |    |   |                                                           |   |    |   |                                                                                         |   |
| Change in cash                                                                                   |   |                                                    | 525     |    |   |                                                      | (4,711 | )  |   |                                                                                    | 48,855 |   |
| Cash – beginning                                                                           |   |                                                    | 48,330  |    |   |                                                      | 53,041 |    |   |                                                                                    | -      |   |
|                                                                                             |   |                                                         |    |    |   |                                                           |   |    |   |                                                                                         |   |
| Cash – end                                                                                 |   | $                                                       | 48,855  |    |   |                                                      | $      | 48,330  |   |                                                                                    |   | $ | 48,855 |   |
|                                                                                             |   |                                                         |    |    |   |                                                           |   |    |   |                                                                                         |   |

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, 2009**

|                                                                                                                                                            |   |          | **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** |   |
|                                                                                                                                                            |   |          |                  |   |       |         |                                             |   |        |                                                                    |   |         |              |      |   |   |  |   |
| Fair value of office space, provided by principal            shareholder,                 recorded as contributed capital              |   |          |             |   |       |    |                                             |   |        | 2,400                                                              |   |         |         |      |   |   | 2,400 |   |
| Net Loss                                                                                                                                                        |   |          |             |   |       |    |                                             |   |        |                                                               |   |         | (11,550      | )         |   |   | (11,550 | ) |
|                                                                                                                                                            |   |          |                  |   |       |         |                                             |   |        |                                                                    |   |         |              |      |   |   |  |   |
| **Balance December 31, 2009**                                                                                                                                   |   |          | **6,459,660**    |   | **$**      | **646** |                                             |   | **$**       | **119,755**                                                        |   | **$**        | **(125,667** | **)**     |   | **$** | **(5,266** | **)** |
|                                                                                                                                                            |   |          |                  |   |       |         |                                             |   |        |                                                                    |   |         |              |      |   |   |  |   |

See Notes to Financial Statements 

F-6

----

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

 Summary of Significant    Accounting Policies     December 31, 2009

**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, 2009

**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 awards are    accounted for using the fair value method in accordance with SFAS    No. 123R, *Accounting for    Stock-Based Compensation*, and    EITF Issue No. 96-18, *Accounting    for Equity Instruments that are Issued to Other Than Employees for Acquiring,    or in Conjunc**tion with    Selling Goods or Services*. Our    primary type of share-based compensation consists of stock options. We use the    Black-Scholes option pricing model in valuing options. The inputs for the    valuation analysis of the options include the market value of the    Company's common stock, the estimated volatility of the Company's    common stock, the exercise price of the warrants and the risk free interest    rate.

**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, 2009

**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.

**Uncertain****Tax Positions**

The Financial    Accounting Standards Board issued Interpretation No. 48, "Accounting for    Uncertainty in Income Taxes – an interpretation of FASB Statement No.    109, Accounting for Income Taxes" ("FIN No. 48") which was    effective for the Company on January 1, 2007.  FIN No. 48 addresses the determination of whether tax benefits claimed or expected to be claimed on a    tax return should be recorded in the financial statements.  Under FIN    No. 48, the Company may recognize the tax benefit from an uncertain tax    position only if it is more likely than not that the tax position will be    sustained on examination by the taxing authorities based on the technical    merits of the position.  The tax benefits recognized in the financial    statements from such position should be measured based on the largest benefit    that has a greater than fifty percent likelihood of being realized upon    ultimate settlement.  FIN No. 48 also provides guidance on    derecognition, classification, interest and penalties, accounting in interim    periods and disclosure requirements.

**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, 2009

**Selected Recent Accounting Pronouncements**

In June 2009, the FASB issued SFAS No. 168, The FASB Accounting Standards    CodificationTM and the Hierarchy of Generally Accepted Accounting    Principles ("SFAS 168"). SFAS 168 establishes the FASB Accounting    Standards CodificationTM (the "Codification") as the    single source of authoritative U.S. GAAP recognized by the FASB to be applied    by nongovernmental entities. Rules and interpretive releases of the SEC under    authority of federal securities laws are also sources of authoritative U.S.    GAAP for SEC registrants. When effective, the Codification will supersede all    existing non-SEC accounting and reporting standards. All other    non-grandfathered non-SEC accounting literature not included in the Codification    will become non-authoritative. Following SFAS 168, the FASB will not issue new    standards in the form of Statements, FASB Staff Positions, or Emerging Issues    Task Force Abstracts. Instead, the FASB will issue Accounting Standards    Updates, which will serve only to: (a) update the Codification; (b) provide    background information about the guidance; and (c) provide the bases for    conclusions on the change(s) in the Codification. SFAS 168 and the Codification    are effective for financial statements issued for interim and annual periods    ending after September 15, 2009. The Company has evaluated this new statement    and has determined that it will not have a significant impact on the    determination or reporting of its financial results.  

In May 2009, the FASB issued SFAS No. 165, *Subsequent Events* ("SFAS 165"). SFAS 165 establishes guidance related to    accounting for and disclosure of events that happen after the date of the    balance sheet but before the release of the financial statements. SFAS 165    is effective for reporting periods ending after June 15, 2009. The Company adopted SFAS 165 on January 1, 2010. SFAS 165 affects    disclosures only

.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, 2009

**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, 2009.

**Note 2 - Related Party Transactions**

Beginning in March 2005 and continuing through December 31, 2009, the Company's principal stockholder advanced $15,500 to the Company. The advances are    non-interest bearing, unsecured and due on January 31, 2011.

The    principal stockholder provided, without cost to the Company, office space valued    at $200 per month, which totaled $2,400 for 2009; $2,400 for 2008; and $11,500    from inception. He also provided, without cost to the    Company, his services, valued at $2,000 per month, for a    total of $49,000 from inception through    March 31, 2007.  The combined total of these expenses, $2,400    for the year ended December 31, 2009; $2,400 for the year ended December 31, 2008; and $60,500 from inception to December 31, 2009 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. In    January 2009, the salary accrual was reduced to $500 per month. As of December 31, 2009, the total of accrued but unpaid officer's salary was $48,000. 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, 2009, the total of accrued but unpaid production fees was $24,000.

**Note 3 - Income Taxes**

The Company has approximately $35,000 in net operating loss carryovers    available to reduce future income taxes, resulting in deferred tax assets of    approximately $11,900. These carryovers expire in 2029. 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, 2009 and December 31, 2008, 6,459,660 shares of common stock, 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, 2009, 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

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

 Notes to Financial Statements    (Continued)     December 31, 2009

***Warrants***

As of December 31, 2009, there were 74,660 Class A warrants outstanding.    Each warrant grants the holder, until December 31, 2010, 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

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**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, 2010                                              |

    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, 2010                                                                                                                                  |
|        |   |                                                                                                                                            |

----

** 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                                                                  |