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

**Form 10-Q/A**** Amendment No.1 to Form 10-Q**

 **[X] Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934**  

**For the quarterly period ended****March 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 registrant as specified in its charter) |

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

| **35 JA Ely Boulevard, Suite 110**** Dania Beach****,****FL****33004** |
|-----------------------------------------------------------------------------|
|                                                                             |
| (Address of principal executive offices)                                    |

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.**  Yes [X] No [  ]**

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. (Check one):

Large accelerated filer **[ ]** Accelerated filer **[ ]** Non-accelerated filer **[ ]**

Smaller Reporting Company **[X]**

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

As of July 22, 2009, there were 6,459,660 shares of the registrant's common stock outstanding.

----

**Amendment No. 1 to the Quarterly Report on Form 10-Q**** For the Quarter Ended****March 31, 2009**

**________________________________________________________________________________________**

**EXPLANATORY NOTE**

Amalgamated Pictures Corp. is filing this Amendment No. 1 on Form 10-Q/A (this "Amendment") to its Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2009, which was originally filed on May 20, 2009 (the "Original Filing"). The sole purpose of the Amendment is to amend Part I, Item 4T- Controls and Procedures. Except with respect to the above change, this Amendment does not modify or update any other disclosures set forth in the Original Filing.

**________________________________________________________________________________________**

**Item 4T - 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 March 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 quarterly report on Form 10-Q 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 March 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 March 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 

**            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-Q that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

____________________________________________________________________________________________

**ITEM 6 - EXHIBITS**
|         |   |   |                                                                                                                                                                   |
|--------------|--------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| Exhibit 31.1 | -      |   | Certification of the Company's Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 *                 |
|         |   |   |                                                                                                                                                                   |
| Exhibit 32.1 | -      |   | Certification of the Company's Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. * |

* Filed herewith.

**SIGNATURES**

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this amended 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           (Principal Executive Officer) and           Acting Chief Financial Officer           (Principal Financial Officer and           Principal Accounting Officer) |

Dated: July 22, 2009