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

**FORM 10-QSB**

**QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF**** THE SECURITIES EXCHANGE ACT OF 1934**

**For the quarterly period ended September 30, 2007 **

| ** 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) |

| **1080 South Andrews Avenue**           |
|-----------------------------------------|
| **Pompano Beach, FL 33069**             |
|                                         |
| (Address of principal executive office) |

| **(305) 735-2054**          |
|-----------------------------|
|                             |
| (Issuer's telephone number) |

| **Check whether the issuer:**                                                                                                                                                                                                    |
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (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 [  ]**                                                                                                                             |

| **Applicable only to corporate issuers**                                                                                                                           |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| As of November 12, 2007 (the most recent practicable date), there were 644,200 shares of the issuer's Common Stock, $0.0001 par value per share, outstanding. |

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

Transitional Small Business Disclosure Format (check one)**Yes [  ] No [X]** |
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

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| **AMALGAMATED PICTURES CORP.**

**FORM 10-QSB**

**TABLE OF CONTENTS** |
|------------------------------------------------------------------------|
|                                                                   |   |   |
| **PART I**                                                             |   | **FINANCIAL INFORMATION** |
|                                                                   |   |   |
| Item 1                                                                 |   | Financial Statements |
|                                                                   |   |      Balance Sheets |
|                                                                   |   |      Statements of Operations |
|                                                                   |   |      Statements of Cash Flows |
|                                                                   |   |      Notes to Financial Statements |
| Item 2                                                                 |   | Management's Discussion and Analysis and Plan of Operation |
| Item 3                                                                 |   | Controls and Procedures |
|                                                                   |   |   |
| **PART II**                                                            |   | **OTHER INFORMATION** |
|                                                                   |   |   |
| Item 2            Item 5                                          |   | Sales of Equity Securities and Use of Proceeds            Other Information |
| Item 6                                                                 |   | Exhibits and Reports on Form 8-K |
|                                                                   |   |   |
| **SIGNATURES**                                                         |

----

**PART I **

**ITEM 1 - FINANCIAL STATEMENTS**

| **Amalgamated Pictures Corp.**             (a development stage company)** Balance Sheet** |
|------------------------------------------------------------------------------------------------------|
|                                                                                                 |   |   |   |   | **September 30,****2007****(unaudited)** |   |   |   |   | **December 31,****2006** |   |
|                                                                                                 |   |   |   |   |  |   |   |   |   |  |   |
| **ASSETS**                                                                                           |
| Current assets:                                                                                      |   |   |   |   |   |   |   |   |   |
|                                                                                                 |   | Cash and cash equivalents |   | $ | 43,708 |   |   |   |   | $ | 23,475 |   |
|                                                                                                 |   | Deferred offering costs |   |   |  0 |   |   |   |   |       3,716 |   |
|                                                                                                 |   |   |   |   |  |   |   |   |   |  |   |
|                                                                                                 | Total current assets |   |   | 43,708 |   |   |   |   |   27,191 |   |
|                                                                                                 |   |   |   |   |   |   |   |   |   |   |
| Capitalized film costs:                                                                              |   |   |      33,399 |   |   |   |   |   | 0 |   |
|                                                                                                 |   |   |   |   |  |   |   |   |   |  |   |
|                                                                                                 |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Total Assets                                                                                         |   | $ | 77,107 |   |   |   |   | $ | 27,191 |   |
|                                                                                                 |   |   |   |   |  |   |   |   |  |   |
| **LIABILITIES AND STOCKHOLDERS' EQUITY**                                                             |
|                                                                                                 |   |   |   |   |   |   |   |   |   |   |   |   |
| Current liabilities:                                                                                 |   |   |   |   |   |   |   |   |   |
|                                                                                                 |   | Accounts and accrued expenses payable |   | $ |    39,520 |   |   |   |   | $ | 0 |   |
|                                                                                                 |   |   |   |  |   |   |   |   |  |   |
|                                                                                                 | Total current liabilities |   |   | 39,520 |   |   |   |   |           0 |   |
|                                                                                                 |   |   |   |   |   |   |   |   |   |   |   |   |
| Advances from stockholder:                                                                           |   |   | 4,825 |   |   |   |   |   4,825 |   |
|                                                                                                 |   |   |   |   |  |   |   |   |  |   |
| Total Liabilities                                                                                    |   |   | 44,345 |   |   |   |   | 4,825 |   |
|                                                                                                 |   |   |   |   |   |   |   |   |   |   |   |   |
| Stockholders' equity:                                                                                |   |   |   |   |   |   |   |   |   |
|                                                                                                 |   | Preferred stock par value $0.0001 |   |   |   |   |   |   |   |   |   |
|                                                                                                 |   |   | Authorized 5,000,000, none issued and outstanding |   |   | 0 |   |   |   |   |           0 |   |
|                                                                                                 |   | Common stock, par value $0.0001 |   |   |   |   |   |   |   |   |   |
|                                                                                                 |   |   | Authorized 50,000,000, issued and outstanding             644,200 (638,500 in 2006) |   |   | 64 |   |   |   |   |         64 |   |
|                                                                                                 |   | Additional paid-in capital |   |   | 105,930 |   |   |   |   |   72,776 |   |
|                                                                                                 |   | Deficit accumulated during development stage |   |   | (73,232 | ) |   |   |   |  (50,474 | ) |
|                                                                                                 |   |   |   |   |  |   |   |   |   |  |   |
| Total stockholders' equity                                                                           |   |   | 32,762 |   |   |   |   |   22,366 |   |
|                                                                                                 |   |   |   |   |  |   |   |   |  |   |
| Total Liabilities and Stockholders' Equity                                                           |   | $ | 77,107 |   |   |   |   | $ | 27,191 |   |
|                                                                                                 |   |   |   |   |  |   |   |   |  |   |

See accompanying Summary of Significant Accounting Policies and Notes to Interim Financial Statements.

F-1

----

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

** Statement of Operations**** (unaudited)  **

|                                                |   | **For the Three****Months Ended****September  30,            2007** |   |   |   | **For the Three****Months Ended****September  30,            2006** |   |   |   | **For the Nine****Months Ended****September 30,            2007** |   |   |   | **For the Nine****Months Ended****September 30,            2006** |   |   |   | **For the Period****March 18, 2005****(inception) to****September 30,            2007** |   |
|-----------------------------------------------------|--------|--------------------------------------------------------------------------|--------|--------|--------|--------------------------------------------------------------------------|--------|--------|--------|-------------------------------------------------------------------|--------|--------|--------|-------------------------------------------------------------------|--------|--------|--------|-----------------------------------------------------------------------------------------|--------|
|                                                |   |                                                                          |   |   |   |                                                                          |   |   |   |                                                                   |   |   |   |                                                                   |   |   |   |                                                                                         |   |
| Net sales                                           | $      | 0                                                                        |   |   | $      | 0                                                                        |   |   | $      | 0                                                                 |   |   | $      | 0                                                                 |   |   | $      | 0                                                                                       |   |
| Costs applicable to sales and revenue               |   | 0                                                                        |   |   |   | 0                                                                        |   |   |   | 0                                                                 |   |   |   | 0                                                                 |   |   |   | 0                                                                                       |   |
|                                                |   |                                                                          |   |   |   |                                                                          |   |   |   |                                                                   |   |   |   |                                                                   |   |   |   |                                                                                         |   |
| Gross profit                                        |   | 0                                                                        |   |   |   | 0                                                                        |   |   |   | 0                                                                 |   |   |   | 0                                                                 |   |   |   | 0                                                                                       |   |
|                                                |   |                                                                     |   |   |   |                                                                     |   |   |   |                                                              |   |   |   |                                                              |   |   |   |                                                                                    |   |
| Expenses                                            |   |                                                                     |   |   |   |                                                                     |   |   |   |                                                              |   |   |   |                                                              |   |   |   |                                                                                    |   |
|      General and administrative |   | 6,600                                                                    |   |   |   | 6,650                                                                    |   |   |   | 23,606                                                            |   |   |   | 23,383                                                            |   |   |   | 74,750                                                                                  |   |
|      Organization expense       |   | 0                                                                        |   |   |   | 0                                                                        |   |   |   | 0                                                                 |   |   |   | 0                                                                 |   |   |   | 70                                                                                      |   |
|                                                |   |                                                                          |   |   |   |                                                                          |   |   |   |                                                                   |   |   |   |                                                                   |   |   |   |                                                                                         |   |
|      Total expenses             |   | 6,600                                                                    |   |   |   | 6,650                                                                    |   |   |   | 23,606                                                            |   |   |   | 23,383                                                            |   |   |   | 74,820                                                                                  |   |
|                                                |   |                                                                          |   |   |   |                                                                          |   |   |   |                                                                   |   |   |   |                                                                   |   |   |   |                                                                                         |   |
| Loss before income taxes and interest income        |   | (6,600                                                                   | )      |   |   | (6,650                                                                   | )      |   |   | (23,606                                                           | )      |   |   | (23,383                                                           | )      |   |   | (74,820                                                                                 | )      |
|                                                |   |                                                                     |   |   |   |                                                                     |   |   |   |                                                              |   |   |   |                                                              |   |   |   |                                                                                    |   |
| Interest income                                     |   | 284                                                                 |   |   |   | 58                                                                  |   |   |   | 848                                                          |   |   |   | 175                                                          |   |   |   | 1,588                                                                              |   |
|                                                |   |                                                                          |   |   |   |                                                                          |   |   |   |                                                                   |   |   |   |                                                                   |   |   |   |                                                                                         |   |
|                                                |   | (6,316                                                                   | )      |   |   | (6,592                                                                   | )      |   |   | (22,758                                                           | )      |   |   | (23,208                                                           | )      |   |   |    (73,232                                                                    | )      |
|                                                |   |                                                                     |   |   |   |                                                                     |   |   |   |                                                              |   |   |   |                                                              |   |   |   |                                                                                    |   |
| Income taxes                                        |   | 0                                                                        |   |   |   | 0                                                                        |   |   |   | 0                                                                 |   |   |   | 0                                                                 |   |   |   | 0                                                                                       |   |
|                                                |   |                                                                          |   |   |   |                                                                          |   |   |   |                                                                   |   |   |   |                                                                   |   |   |   |                                                                                         |   |
| Net loss                                            | $      | (6,316                                                                   | )      |   | $      | (6,592                                                                   | )      |   | $      | (22,758                                                           | )      |   | $      | (23,208                                                           | )      |   | $      |    (73,232                                                                    | )      |
|                                                |   |                                                                          |   |   |   |                                                                          |   |   |   |                                                                   |   |   |   |                                                                   |   |   |   |                                                                                         |   |
| Basic net loss per share                            | $      | (0.01                                                                    | )      |   | $      | (0.01                                                                    | )      |   | $      | (0.04                                                             | )      |   | $      | (0.04                                                             | )      |   | $      | (0.11                                                                                   | )      |
|                                                |   |                                                                          |   |   |   |                                                                          |   |   |   |                                                                   |   |   |   |                                                                   |   |   |   |                                                                                         |   |
| Weighted average common shares outstanding          |   | 644,089                                                             |   |   |   | 638,500                                                                  |   |   |   | 643,103                                                      |   |   |   | 638,500                                                           |   |   |   | 639,858                                                                                 |   |
|                                                |   |                                                                          |   |   |   |                                                                          |   |   |   |                                                                   |   |   |   |                                                                   |   |   |   |                                                                                         |   |

See accompanying Summary of Significant Accounting Policies and Notes to Interim Financial Statements.

F-2

----

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

**Statement of Cash Flows****(unaudited)** |
|---------------------------------------------------------------------------------------------------------------------|
|                                                                                                                |   | **For the Nine****Months            Ended****September 30,            2007** |   |   |   | **For the Nine****Months            Ended****September 30,            2006** |   |   |   | **For the Period****March 18,            2005****(inception) to****September 30,            2007** |   |   |
|                                                                                                                |   |  |   |   |   |  |   |   |   |  |   |   |
| Cash flows from operating activities                                                                                |   |   |   |   |   |   |   |   |   |   |   |   |
|                                                                                                                |   |   |   |   |   |   |   |   |   |   |   |   |
|      Net loss                                                                              |   | $ | (22,758 | ) |   |   | $ | (23,208 | ) |   |   | $ | (73,232 | ) |   |
|      Fair value of office space provided by principal stockholder                          |   | 1,800 |   |   |   | 1,800 |   |   |   | 6,100 |   |   |
|      Fair value of services provided by principal stockholder                              |   | 6,000 |   |   |   | 18,000 |   |   |   | 49,000 |   |   |
|      Increase of deferred expenses paid in cash                                            |   | 0 |   |   |   | (2,514 | )  |   |   | (3,176 | ) |   |
|      Increase of accounts payable                                                          |   | 3,520 |   |   |   | 3,500 |   |   |   | 3,520 |   |   |
|      Increase of accrued officer's salary to principal stockholder                              |   | 12,000 |   |   |   |   | 0 |   |   |   |   | 12,000 |   |   |
|                                                                                                                |   |  |   |   |   |  |   |   |   |  |   |   |
| Cash generated from (used in) operating activities                                                                  |   | 562 |   |   |   | (2,422 | ) |   |   | (5,788 | ) |   |
|                                                                                                                |   |   |   |   |   |   |   |   |   |   |   |   |
| Cash flows from investing activities:                                                                               |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|      Investment in film production                                                              |   | (9,399 | ) |   |   |   | 0 |   |   |   |   | (9,399 | ) |   |
|                                                                                                                |   |  |   |   |   |  |   |   |   |  |   |   |
| Cash used in investing activities                                                                                   |   | (9,399 | ) |   |   |   | 0 |   |   |   |   | (9,399 | ) |   |
|                                                                                                                |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Cash flows from financing activities                                                                                |   |   |   |   |   |   |   |   |   |   |   |   |
|      Proceeds from the issuance of common stock                                            |   | 29,070 |   |   |   | 0 |   |   |   | 54,070 |   |   |
|      Advance from principal stockholder                                                    |   | 0 |   |   |   | 130 |   |   |   | 4,825 |   |   |
|                                                                                                                |   |  |   |   |   |  |   |   |   |  |   |   |
| Cash generated from financing activities                                                                            |   | 29,070 |   |   |   | 130 |   |   |   | 58,895 |   |   |
|                                                                                                                |   |  |   |   |   |  |   |   |   |  |   |   |
| Change in cash                                                                                                      |   | 20,233 |   |   |   | (2,292 | )  |   |   | 43,708 |   |   |
| Cash - beginning                                                                                                    |   | 23,475 |   |   |   | 26,172 |   |   |   | 0 |   |   |
|                                                                                                                |   |  |   |   |   |  |   |   |   |  |   |   |
| Cash - end                                                                                                          |   | $ | 43,708 |   |   |   | $ | 23,880 |   |   |   | $ | 43,708 |   |   |
|                                                                                                                |   |  |   |   |   |  |   |   |   |  |   |   |

See accompanying Summary of Significant Accounting Policies and Notes to Interim Financial Statements.

F-3

----

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

 Summary of Significant Accounting Policies    September 30, 2007    (unaudited)

**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. In April 2007, the Company began production on its first feature-length film.

**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-4

----

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

 Summary of Significant Accounting Policies (Continued)     September 30, 2007     (unaudited)

**Revenue and Expense Recognition**

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

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

**Capitalized Film Costs**

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

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

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

**Stock-based Compensation**

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

**Earnings per Common Share**

The Company has adopted the provisions of Statement of Financial Accounting Standards No. 128 "Earnings Per Share" ("SFAS 128"). SFAS 128 replaces the previous "primary" and "fully-diluted" earnings per share with "basic" and "diluted" earnings per share. Unlike "primary" earnings per share that included the dilutive effects of options, warrants and convertible securities, "basic" earnings per share reflects the actual weighted average of shares issued and outstanding during the period. "Diluted" earnings per share are computed similarly to "fully diluted" earnings per share. In a loss year, the calculation for "basic" and "diluted" earnings per share is considered to be the same, as the impact of potential common shares is anti-dilutive.

F-5

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

 Summary of Significant Accounting Policies (Continued)    September 30, 2007    (unaudited)

**Income Taxes**

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

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

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

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

**Start-up Costs**

In April 1998, the American Institute of Certified Public Accountants issued Statement of Position No. 98-5, "Reporting for Costs of Start-Up Activities" ("SOP 98-5"). Pursuant to this statement, the Company is required to expense all start-up costs related to new operations. Accordingly, the Company has expensed organization costs of $70.

F-6

----

**AMALGAMATED PICTURES CORP.**    (a development stage company)     Notes to Financial Statements     September 30, 2007     (unaudited)

**Note 1 - Interim Financial Statements**

The interim financial statements include all adjustments, which, in the opinion of management, are necessary in order to make the financial statements not misleading. The accompanying unaudited financial statements have been prepared in accordance with the instructions to Form 10-QSB and do not include all of the information and footnotes required by Generally Accepted Accounting Principles for complete financial statements.

**Note 2 - Capitalized Film Costs**

During the nine months ended September 30, 2007, the Company capitalized $33,399 of expenses in connection with the making of the film, *Foreign Devils.*

**Note 3 - Related Party Transactions**

Beginning in March 2005 and continuing through September 30, 2007, the Company's principal stockholder advanced $4,825 to the Company. The advances are non-interest bearing, unsecured and due on October 31, 2008.

The principal stockholder provided, without cost to the Company, his services, valued at $2,000 per month, which totaled $0 for the three months ended September 30, 2007 and $6,000 for the nine months ended September 30, 2007 and $6,000 and $18,000 for the three months and nine months ended September 30, 2006, respectively; and $49,000 from inception to September 30, 2007. The principal stockholder also provided, without cost to the Company, office space valued at $200 per month, which totaled $600 for both the three months ended September 30, 2007 and September 30, 2006; and $1,800 for both the nine months ended September 30, 2007 and 2006; and $6,100 from inception to September 30, 2007. The total of these expenses, $7,200 for the nine months ended September 30, 2007; $19,200 for the nine months ended September 30, 2006; and $55,100 from inception to September 30, 2007 was reflected in the statement of operations as general and administrative expenses with a corresponding contribution of additional paid-in capital.

On April 1, 2007, the Company began to accrue $2,000 per month as officer's salary for the principal stockholder in his capacity as president. As of September 30, 2007, the total of accrued but unpaid officer's salary was $12,000. Also on April 1, 2007, the Company began accruing $4,000 per month as production fees for the principal stockholder's providing film making equipment and for his services as film producer of *Foreign Devils.*  As of September 30, 2007, the total of accrued but unpaid production fees was $24,000.

**Note 4 - Capital Stock**

**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 September 30, 2007 and December 31, 2006, a total of 644,200 and 638,500 shares of common stock, respectively, were issued and outstanding. 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 September 30, 2007 and December 31, 2006, no shares of preferred stock have 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.

**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 September 30, 2007 and December 31, 2006, no options had been granted.

**Note 6 - Initial Public Offering**

The Company filed with the Securities and Exchange Commission in May 2005 a registration statement on Form SB-2 for an initial public offering. The offering, which was declared effective on December 30, 2005 and amended in January 2007, is for a total of up to $510,000 consisting of 100,000 units at $5.10 per unit. Each unit is comprised of one share of common stock and one Class A one-year warrant to purchase an additional share of common stock at $6.00 per share. As of December 31, 2006, no units had been issued. During the three months ended September 30, 2007, the Company issued 260 units, consisting of 260 shares of common stock and 260 Class A warrants for $1,326. During the nine months ended September 30, 2007, the Company issued a total of 5,700 units, consisting of 5,700 shares of common stock and 5,700 Class A warrants for $29,070.

F-7

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**ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS AND PLAN OF OPERATION**

**Description of Business**

            We are a development stage, independent motion picture company organized on March 18, 2005. We plan to develop, produce, market, and 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. In April 2007, we began production on our first feature-length film.  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 1080 South Andrews Avenue, Pompano Beach, Florida 33069. Our telephone number is (305) 735-2054.

**Plan of Operation**

            As part of our plan to develop our company, we filed a Registration Statement for our initial public offering with the Securities and Exchange Commission, which was deemed effective on December 30, 2005.  We filed a post-effective amendment to the Registration Statement in December 2006 that extended the termination date of the offering to December 31, 2007. The offering is for up to 100,000 units, consisting of one share of common stock and one Class A warrant, at $5.10 per unit for a total maximum offering of $510,000.

            We presently do not have enough cash with which to execute our business plan. We will need a minimum of $75,000 from our initial public offering to satisfy our cash requirements for the next 12 months. With this minimum capital, we intend to produce a film property and develop its related website.

            We plan to produce as many film properties as permitted by the proceeds available, as cash is received from this offering. We anticipate that the cost of development of each of our film properties will range 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 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. We anticipate that the cost to develop and promote each website to a point so that they are aesthetically and functionally sufficient for the next 12 months will be a minimum of $5,000 per completed film.

            If we are unable to raise at least $75,000 in our initial public offering, we expect to borrow funds from a bank or other financial institution to satisfy our minimum cash requirements to initiate operations and produce our first film property.  If we are unable to borrow funds from a bank or other financial institution, our president and sole-director, Avery Pack, has agreed to lend us the funds, up to $75,000, for a minimum term of 12 months with an interest rate equivalent to the Citibank, N.A. prime rate.  Mr. Pack has represented to us that he has readily available liquid funds in excess of $75,000.

            We have not generated any revenue since our inception. We are considered to be a development stage company, and are dependent upon the raising of capital through placement of our securities. There can be no assurance that we will be successful in raising the capital we require through the sale of our securities.

            We plan to employ existing and emerging, high-definition digital video technologies and an amateur talent pool to create low-budget "genre" films. 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. Although we plan to make previews and short film clips available in a streaming video or downloadable format on each website, we do not plan to distribute our films in this manner.

**Recent Developments**

             In April 2007, we began pre-production on our first feature-length film, *Foreign Devils*.  We completed pre-production and commenced production of the film in June 2007. Principal photography was completed between June 2, 2007 and June 22, 2007. 

             *Foreign Devils* is now in the post-production phase of development in which we digitally edit the film, add audio effects and music, create computer-generated effects and titling, color adjustments, etc., which will complete the film and prepare it for distribution. We also have commenced development of the related website for the motion picture.  When complete, the website will have marketing and promotional information related to the film as well as short video clips.

**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 future HD DVD format or even have theatrical distribution. 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, future home video formats will be, as several formats are already in development. 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 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 expect to 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 plan to 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 plan to edit the motion picture, add audio effects, create computer-generated effects, titling, etc., which will complete the motion picture and prepare it for DVD production.  Our first feature-length film,*  Foreign Devils,*  is currently in the post-production phase of development.

            **Our Production Strategy**

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

            Foremost, we plan to be very 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 plan to 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 believe that we can 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. We plan to create an informal and collaborative working environment, in which all personnel will have the potential to offer significant contributions to the productions. We will promote our productions as a venue for emerging creative talent, or those seeking a production environment receptive to experimental ideas. We plan to 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 plan to 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 will 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 would 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 the Consumer Electronics Association (CEA), retailers and manufacturers, 37 million DVD players were sold to U.S. consumers in 2004, a 10 percent increase over the previous year. More than 17 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 127 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 70 million (adjusting for households with more than one player). Approximately 45 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 2005.

            As far as media spending according to the DEG, consumers spent a record $21.2 billion renting and buying DVDs in 2004. DVD retail sales alone grew to $15.5 billion in 2004, a 33 percent increase over the previous year.

            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 names amalgapix.com and foreigndevils.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 will 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.

**Results of Operations**

            The following discussion and analysis provides information 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 footnotes that appear elsewhere in this report.

*Three Months Ended September 30, 2007 and Three Months Ended September 30, 2006*

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

**            Expenses -** For the three months ended September 30, 2007, total expenses were $6,600. Expenses in the period consisted of officer's salary, $6,000, which was accrued but unpaid; and the fair value of office space, $600, provided by our sole officer and director, without cost to us; 

            During the three months ended September 30, 2007, we capitalized $12,111 of expenses in connection with the making of the film, *Foreign Devils.*

            For the three months ended September 30, 2006, total expenses were $6,650. Expenses in the period consisted of the fair value of services, $6,000, and office space, $600, provided by our sole officer and director, without cost to us and $50 for other expense.

**            Interest income -** For the three months ended September 30, 2007, interest income earned on our invested cash was $284 compared to $58 for the three months ended September 30, 2006. 

            **Net loss - **Net loss, before taxes, for the three months ended September 30, 2007 was $6,316 and for the three months ended September 30, 2006 was $6,592. 

           We have not reduced our net loss, for the fiscal quarters ended September 30, 2007 and September 30, 2006, by any tax benefit; consequently our net loss was the same both before and after taxes for each period.

            **Net loss per share -** For the three months ended September 30, 2007, net loss per share was $0.01. For the three months ended September 30, 2006, net loss per share was $0.01. Net loss per share was computed based on 644,089 weighted average common shares outstanding for the three months ended September 30, 2007 and 638,500 weighted average common shares outstanding for the third fiscal quarter of 2006.

*Nine Months Ended September 30, 2007 and Nine Months Ended September 30, 2006 and Period from March 18, 2005 (inception) through September 30, 2007*

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

**            Expenses -** For the nine months ended September 30, 2007, total expenses were $23,606. Expenses in the period consisted of accrued but unpaid officer's salary, $12,000; the fair value of services, $6,000, and office space, $1,800, provided by our sole officer and director, without cost to us; auditing fees, $3,500; and other expenses, $306.

            During the nine months ended September 30, 2007, we capitalized $33,399 of expenses in connection with the making of the film, *Foreign Devils.*

            For the nine months ended September 30, 2006, total expenses were $23,383. Expenses in the period consisted of auditing fees, $3,500; and the fair value of services, $18,000, and office space, $1,800, provided by our sole officer and director, without cost to us;  and miscellaneous expenses, $83. 

            From March 18, 2005 (inception) to September 30, 2007, expenses totaled $74,820. The expenses consisted of $49,000 for the fair value of services and $6,100 for the fair value of office space provided by our sole officer and director, without cost to us; $12,000 for accrued officer's salary, $7,000 for auditing fees; $70 for organization expenses; and the balance of $650 for miscellaneous expenses. The services, through March 31, 2007 and office space, through September 30, 2007 provided by our sole officer and director were valued at $2,000 per month and $200 per month, respectively, and were reflected in the statement of operations for the relevant periods, as general and administrative expenses with a corresponding contribution of additional paid-in capital. **       **

**            Interest income -** For the nine months ended September 30, 2007, interest income earned on our invested cash was $848 compared to $175 for the nine months ended September 30, 2006. 

            Since inception through September 30, 2007, our total interest income was $1,588.

            **Net loss - **Net loss, before taxes, for the nine months ended September 30, 2007 was $22,758 and for the nine months ended September 30, 2006 was $23,208.  Since inception (March 18, 2005) through September 30, 2007, we incurred a net loss, before taxes, of $73,232.

           We have not reduced our net loss, for the period from inception, March 18, 2005, through September 30, 2007, by any tax benefit; consequently our net loss was the same both before and after taxes for all periods.

            **Net loss per share -** For the nine months ended September 30, 2007, net loss per share was $0.04. For the nine months ended September 30, 2006, net loss per share was $0.04. Net loss per share was computed based on 643,103 weighted average common shares outstanding for the nine months ended September 30, 2007 and 638,500 weighted average common shares outstanding for the first nine months of 2006.

**Liquidity and Capital Resources**

            As of September 30, 2007, the balance of our cash and cash equivalents was $43,708. We presently do not have enough cash with which to execute our business plan. We will need a minimum of $75,000 to satisfy our cash requirements for the next 12 months. With this minimum capital, we intend to complete development of a film property and develop its related website.

**Capital Expenditures**

            Regardless of the amount of proceeds from our initial public offering, we do not expect to make any significant purchases of equipment in 2007.

**ITEM 3 - CONTROLS AND PROCEDURES**

            (a)  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 September 30, 2007. 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 effective to ensure that all material information required to be filed in the quarterly report on Form 10-QSB has been made known to him. As of September 30, 2007, and the date of this Report, Avery Pack served as our Chief Executive Officer and Chief Financial Officer (which duties include that of principal accounting officer). There have been no changes in our internal controls over financial reporting which could significantly affect or are reasonably likely to materially affect internal controls subsequent to the date we completed our evaluation and the date of filing of this Report on Form 10-QSB.

            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.

            (b)  Changes in internal controls

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

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**   PART II**

**OTHER INFORMATION**

**Item 2 - Sales of Equity Securities and Use of Proceeds**

**         **    In May 2005, we filed a registration statement (File Number 333-125145) on Form SB-2 for an initial public offering. The registration statement became effective on December 30, 2005. On December 26, 2006, we filed a post-effective amendment to the registration statement and that amendment was declared effective on January 12, 2007. The offering is for a total of up to $510,000 consisting of 100,000 units at $5.10 per unit. Each unit is comprised of one share of common stock and one Class A one-year warrant to purchase an additional share of common stock at $6.00 per share. During the three months ended September 30, 2007, pursuant to the amended registration statement, we issued 260 units, consisting of 260 shares of common stock and 260 Class A warrants for $1,326. From the commencement of the offering, through September 30, 2007, we issued 5,700 units, consisting of 5,700 shares of common stock and 5,700 Class A warrants for $29,070.  All of the sales proceeds were temporarily invested in a money market checking account.

**Item 5 - Other Information**

                In April 2007, we began pre-production on our first feature-length film, *Foreign Devils*.  We completed pre-production and commenced production of the film in June 2007. Principal photography was completed between June 2, 2007 and June 22, 2007. The film is currently in the post-production phase of development.  During the three months ended September 30, 2007, we capitalized $12,111 of expenses in connection with the making of this film.

             *  Foreign Devils* was photographed using high-definition video technology.  The feature-length film follows the adventures of two friends in their last hours together in Beijing. Drawing on global themes of cultural identity and relationship challenges, the film illustrates the local contrast and vibrance of Beijing.  The film is being produced and was directed by our president and chief executive officer, Avery Pack.

**Item 6 - Exhibits and Reports on Form 8-K** 
|   | (a)    |   | Exhibits                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|--------|--------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |   | Exhibit 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 Principal Executive Officer and Principal Financial Officer and Principal Accounting Officer

Exhibit 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 Principal Executive Officer and Principal Financial Officer and Principal Accounting Officer |
|   |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|   | (b)    |   | Reports on Form 8-K                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|   |   |   | No reports were filed on Form 8-K during the three months ended September 30, 2007                                                                                                                                                                                                                                                                                                                                                                                              |
|   |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |

**   SIGNATURES**

            In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
|        |                         |   |      |                                                                                                                                                                                                                          |
|-------------|------------------------------|--------|-----------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| Date:  | November 13,  2007 |   | 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) |