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

 **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 September 30, 2012**

 **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 Blvd. ****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 November 18, 2012, there were 6,459,660 shares of the registrant's common stock outstanding.

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| **AMALGAMATED PICTURES CORP.**

**FORM 10-Q**

**TABLE OF CONTENTS** |
|----------------------------------------------------------------------|
|                                                                 |   |   |
| **PART I**                                                           |   | **FINANCIAL INFORMATION** |
|                                                                 |   |   |
| Item 1                                                               |   | Financial Statements |
|                                                                 |   |      Consolidated Balance Sheets |
|                                                                 |   |      Consolidated Statements of Operations |
|                                                                 |   |      Consolidated Statements of Cash Flows |
|                                                                 |   |      Notes to Consolidated Financial Statements |
| Item 2                                                               |   | Management's Discussion and Analysis of Financial Condition and Results of Operations |
| Item 3                                                               |   | Quantitative and Qualitative Disclosures about Market Risk |
| Item 4T                                                              |   | Controls and Procedures |
|                                                                 |   |   |
| **PART II**                                                          |   | **OTHER INFORMATION** |
|                                                                 |   |   |
| Item 6                                                               |   | Exhibits |
|                                                                 |   |   |
| **SIGNATURES**

** **                                           |

----

**PART I **

**ITEM 1 - FINANCIAL STATEMENTS**

| **Amalgamated Pictures Corp.** (a development stage company) **Consolidated Balance Sheets** |
|-------------------------------------------------------------------------------------------------------------|
|                                                                                                        |
|                                                                                                        |   |   |   |   | **September 30,****2012****(unaudited)** |   |   |   |   | **December 31,2011** |   |   |   |   |   |
|                                                                                                        |   |   |   |   |  |   |   |   |   |  |   |   |   |   |   |
| **ASSETS**                                                                                                  |
| Current assets:                                                                                             |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                                                                                                        |   | Cash and cash equivalents |   | $ | 43,225 |   |   |   |   | $ | 44,763 |   |   |   |   |   |
|                                                                                                        |   |   |   |   |  |   |   |   |   |  |   |   |   |   |   |
|                                                                                                        | Total current assets |   |   | 43,225 |   |   |   |   | 44,763 |   |   |   |   |   |
|                                                                                                        |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Capitalized film costs                                                                                      |   |   | 33,399 |   |   |   |   |   | 33,399 |   |   |   |   |   |
|                                                                                                        |   |  |   |   |   |   |  |   |   |   |   |   |
| Total Assets                                                                                                |   | $ | 76,624 |   |   |   |   | $ | 78,162 |   |   |   |   |   |
|                                                                                                        |   |   |   |   |  |   |   |   |  |   |   |   |   |   |
| **LIABILITIES AND STOCKHOLDERS' DEFICIENCY**                                                                |
|                                                                                                        |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Current liabilities:                                                                                        |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                                                                                                        |   | Accounts payable |   | $ | 20 |   |   |   |   | $ | 20 |   |   |   |   |   |
|                                                                                                        |   | Accrued officer's salaries and producer's  fees |   |   | 88,500 |   |   |   |   |   | 84,000 |   |   |   |   |   |
|   Advances from stockholder, due on demand                                                             |   |   | 16,400 |   |   |   |   | 16,100 |   |   |   |   |   |
|                                                                                                        |   |   |   |   |  |   |   |   |  |   |   |   |   |   |
| Total Current Liabilities:                                                                                  |   |   | 104,920 |   |   |   |   | 100,120 |   |   |   |   |   |
|                                                                                                        |   |   |   |   |  |   |   |   |   |  |   |   |   |   |   |
| Stockholders' equity:                                                                                       |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                                                                                                        |   | Preferred stock, par value $0.0001 |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                                                                                                        |   |   | Authorized 5,000,000 shares,  Issued and outstanding, none |   |   | - |   |   |   |   |        - |   |   |   |   |   |
|                                                                                                        |   | Common stock, par value $0.0001 |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                                                                                                        |   |   | Authorized 50,000,000 shares,  Issued and outstanding, 6,459,660 shares |   |   | 646 |   |   |   |   |        646 |   |   |   |   |   |
|                                                                                                        |   | Additional paid-in capital |   |   | 126,355 |   |   |   |   | 124,555 |   |   |   |   |   |
|                                                                                                        |   | Deficit accumulated during development stage |   |   | (155,297 | ) |   |   |   |  (147,159 | ) |   |   |   |   |
|                                                                                                        |   |   |   |   |  |   |   |   |   |  |   |   |   |   |   |
| Total stockholders' deficiency                                                                              |   |   | (28,296 | )  |   |   |   | (21,958 | )  |   |   |   |   |
|                                                                                                        |   |   |   |   |  |   |   |   |  |   |   |   |   |   |
| Total Liabilities and Stockholders' Deficiency                                                              |   | $ | 76,624 |   |   |   |   | $ | 78,162 |   |   |   |   |   |
|                                                                                                        |   |   |   |   |  |   |   |   |  |   |   |   |   |   |

See Notes to Consolidated Financial Statements

F-1

 

----

(a development stage company)**Consolidated Statements of Operations**(unaudited)

|                                         |   | **For the Three  Months Ended****  Sept. 30, 2012** |   |   |   | **For the Three Months Ended Sept. 30, 2011** |   |   |   | **For the Nine**** Months Ended**** Sept. 30, 2012** |   |   |   | **For the Nine Months Ended**** Sept. 30, 2011** |   |   |   | **For the Period**** March 18, 2005**** (inception) to Sept. 30, 2012** |   |
|----------------------------------------------|--------|-------------------------------------------------------------------------|--------|--------|--------|---------------------------------------------------------|--------|--------|--------|----------------------------------------------------------------|--------|--------|--------|------------------------------------------------------------|--------|--------|--------|----------------------------------------------------------------------------------------|--------|
|                                         |   |                                                                         |   |   |   |                                                         |   |   |   |                                                                |   |   |   |                                                            |   |   |   |                                                                                        |   |
| Net sales                                    | $      | -                                                                       |   |   | $      | -                                                       |   |   | $      | -                                                              |   |   | $      | -                                                          |   |   | $      | -                                                                                      |   |
| Costs applicable to sales and revenue        |   | -                                                                       |   |   |   | -                                                       |   |   |   | -                                                              |   |   |   | -                                                          |   |   |   | -                                                                                      |   |
|                                         |   |                                                                         |   |   |   |                                                         |   |   |   |                                                                |   |   |   |                                                            |   |   |   |                                                                                        |   |
| Gross profit                                 |   | -                                                                       |   |   |   | -                                                       |   |   |   | -                                                              |   |   |   | -                                                          |   |   |   | -                                                                                      |   |
|                                         |   |                                                                    |   |   |   |                                                    |   |   |   |                                                           |   |   |   |                                                       |   |   |   |                                                                                   |   |
| Expenses                                     |   |                                                                    |   |   |   |                                                    |   |   |   |                                                           |   |   |   |                                                       |   |   |   |                                                                                   |   |
| General and administrative                   |   | 2,450                                                                   |   |   |   | 2,450                                                   |   |   |   | 8,300                                                          |   |   |   | 9,100                                                      |   |   |   | 159,276                                                                                |   |
| Organization expense                         |   | -                                                                       |   |   |   | -                                                       |   |   |   | -                                                              |   |   |   | -                                                          |   |   |   | 140                                                                                    |   |
|                                         |   |                                                                         |   |   |   |                                                         |   |   |   |                                                                |   |   |   |                                                            |   |   |   |                                                                                        |   |
|      Total expenses      |   | 2,450                                                                   |   |   |   | 2,450                                                   |   |   |   | 8,300                                                          |   |   |   | 9,100                                                      |   |   |   | 159,416                                                                                |   |
|                                         |   |                                                                         |   |   |   |                                                         |   |   |   |                                                                |   |   |   |                                                            |   |   |   |                                                                                        |   |
| Loss before income taxes and interest income |   | (2,450                                                                  | )      |   |   | (2,450                                                  | )      |   |   | (8,300                                                         | )      |   |   | (9,100                                                     | )      |   |   | (159,416                                                                               | )      |
|                                         |   |                                                                    |   |   |   |                                                    |   |   |   |                                                           |   |   |   |                                                       |   |   |   |                                                                                   |   |
| Interest income                              |   | 53                                                                 |   |   |   | 96                                                 |   |   |   | 162                                                       |   |   |   | 352                                                        |   |   |   | 4,119                                                                                  |   |
|                                         |   |                                                                         |   |   |   |                                                         |   |   |   |                                                                |   |   |   |                                                            |   |   |   |                                                                                        |   |
|                                         |   | (2,397                                                                  | )      |   |   | (2,354                                                  | )      |   |   | (8,138                                                         | )      |   |   | (8,748                                                     | )      |   |   |    (155,297                                                                  | )      |
|                                         |   |                                                                    |   |   |   |                                                    |   |   |   |                                                           |   |   |   |                                                       |   |   |   |                                                                                   |   |
| Income taxes                                 |   | 0                                                                       |   |   |   | 0                                                       |   |   |   | 0                                                              |   |   |   | 0                                                          |   |   |   | 0                                                                                      |   |
|                                         |   |                                                                         |   |   |   |                                                         |   |   |   |                                                                |   |   |   |                                                            |   |   |   |                                                                                        |   |
| Net loss                                     | $      | (2,397                                                                  | )      |   | $      | (2,354                                                  | )      |   | $      | (8,138                                                         | )      |   | $      | (8,748                                                     | )      |   | $      |    (155,297                                                                  | )      |
|                                         |   |                                                                         |   |   |   |                                                         |   |   |   |                                                                |   |   |   |                                                            |   |   |   |                                                                                        |   |
| Basic net loss per share                     | $      | (0.00                                                                   | )      |   | $      | (0.00                                                   | )      |   | $      | (0.00                                                          | )      |   | $      | (0.00                                                      | )      |   |   |                                                                                   |   |
|                                         |   |                                                                         |   |   |   |                                                         |   |   |   |                                                                |   |   |   |                                                            |   |   |   |                                                                                   |   |
| Weighted average common shares outstanding   |   | 6,459,660                                                          |   |   |   | 6,459,660                                               |   |   |   | 6,459,660                                                 |   |   |   | 6,459,660                                                  |   |   |   |                                                                                   |   |
|                                         |   |                                                                         |   |   |   |                                                         |   |   |   |                                                                |   |   |   |                                                            |   |   |   |                                                                                   |   |

See Notes to Consolidated Financial Statements

F-2

** **

----

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

 **Consolidated Statements of Cash Flows**(unaudited)

|                                                                                  |   | **For the****Nine Months****Ended** **Sept.  30,**  **2012** |    |    |   | **For the****Six Months** **Ended** **Sept. 30,****2011** |    |    |   | **For the Period**  **March 18,** **2005****(inception) to****Sept.  30,****2012** |   |
|---------------------------------------------------------------------------------------|--------|----------------------------------------------------------------------------------|---------|---------|--------|---------------------------------------------------------------------|---------|---------|--------|---------------------------------------------------------------------------------------------------|--------|
|                                                                                  |   |                                                                                  |    |    |   |                                                                     |    |    |   |                                                                                                   |   |
| Cash flows from operating activities:                                                 |   |                                                                             |    |    |   |                                                                |    |    |   |                                                                                              |   |   |
|                                                                                  |   |                                                                             |    |    |   |                                                                |    |    |   |                                                                                              |   |   |
|      Net loss                                                |   | $                                                                                | (5,741  | )  |   |                                                                | $       | (5,679  | )      |                                                                                              |   | $ | (152,900 | ) |
|      Fair value of office space provided by principal stockholder |   |                                                                             | 1,200   |    |   |                                                                | 1,200   |    |   |                                                                                              | 17,500 |   |
|      Fair value of services provided by principal stockholder     |   |                                                                             | -       |    |   |                                                                | -       |    |   |                                                                                              | 49,000 |   |
|      Increase of deferred expenses paid in cash              |   |                                                                             | -       |    |   |                                                                | -       |    |   |                                                                                              | (3,175 | ) |
|      Increase of accounts payable                                 |   |                                                                             | -       |    |   |                                                                | -  |    |   |                                                                                              | 20     |   |
|      Increase of accrued officer's salary                         |   |                                                                             | 3,000   |    |   |                                                                | 3,000   |    |   |                                                                                              | 63,000 |   |
|                                                                                  |   |                                                                                  |    |    |   |                                                                     |    |    |   |                                                                                                   |   |
| Cash generated (used) in operating activities                                         |   | (1,541                                                                           | )  |    |   | (1,479                                                              | )  |    |   | (26,555                                                                                           | )      |
|                                                                                  |   |                                                                                  |    |    |   |                                                                     |    |    |   |                                                                                                   |   |
| Cash flows from investing activities:                                                 |   |                                                                             |    |    |   |                                                                |    |    |   |                                                                                              |   |
|      Investment in film production                                |   | -                                                                                |    |    |   | -                                                                   |    |    |   | (9,399                                                                                            | )      |
|                                                                                  |   |                                                                                  |    |    |   |                                                                     |    |    |   |                                                                                                   |   |
| Cash used in investing activities                                                     |   | -                                                                                |    |    |   | -                                                                   |    |    |   | (9,399                                                                                            | )      |
|                                                                                  |   |                                                                                  |    |    |   |                                                                     |    |    |   |                                                                                                   |   |
| Cash flows from financing activities:                                                 |   |                                                                             |    |    |   |                                                                |    |    |   |                                                                                              |   |
|      Proceeds from the issuance of common stock              |   |                                                                             | -       |    |   |                                                                | -       |    |   |                                                                                              | 63,076 |   |
|      Advance from stockholder                                |   |                                                                             | 300     |    |   |                                                                | 300     |    |   |                                                                                              | 16,400 |   |
|                                                                                  |   |                                                                                  |    |    |   |                                                                     |    |    |   |                                                                                                   |   |
| Cash generated from financing activities                                              |   |                                                                             | 300     |    |   |                                                                | 300     |    |   |                                                                                              | 79,476 |   |
|                                                                                  |   |                                                                                  |    |    |   |                                                                     |    |    |   |                                                                                                   |   |
| Change in cash                                                                        |   |                                                                             | (1,241  | )  |   |                                                                | (1,179  | )  |   |                                                                                              | 43,522 |   |
| Cash - beginning                                                                      |   |                                                                             | 44,763  |    |   |                                                                | 46,468  |    |   |                                                                                              | -      |   |
|                                                                                  |   |                                                                                  |    |    |   |                                                                     |    |    |   |                                                                                                   |   |
| Cash - end                                                                            |   | $                                                                                | 43,522  |    |   |                                                                | $       | 45,289  |   |                                                                                              |   | $ | 43,522 |   |
|                                                                                  |   |                                                                                  |    |    |   |                                                                     |    |    |   |                                                                                                   |   |

See Consolidated Notes to Financial Statements

F-3

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**AMALGAMATED PICTURES CORP.** (a development stage company)  Notes to Consolidated Financial Statements September 30, 2012

(unaudited)

**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-Q and do not include all of the information and footnotes required by Generally Accepted Accounting Principles for complete financial statements.

**2.      Nature of Development Stage Operations**

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

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

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

**3.     ****Summary of Significant Accounting Policies**

**Use of estimates**

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect certain reported amounts of assets and liabilities at the date of the financial statements, as well as their related disclosures.  Such estimates and assumptions also affect the reported amounts of revenues and expenses during the reporting period.  Actual results could significantly differ from those estimates.

**Cash and cash equivalents**

The Company considers short-term interest bearing investments with initial maturities of three months or less to be cash equivalents. Cash and cash equivalents consist of cash in banks, free credit on investment accounts and money market accounts.

**Revenue recognition**

In accordance with the FASB ASC Topic 605, "Revenue Recognition," the Company recognizes revenue when persuasive evidence of an arrangement exists, delivery has occurred, the sales price is fixed or determinable, and collectability is reasonably assured.

**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. 

F-4

----

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

 Notes to Consolidated Financial Statements (Continued) September 30, 2012

(unaudited)

**Property and equipment**

Property and equipment is stated at cost less accumulated depreciation.  Depreciation is computed using the straight-line method over the estimated useful lives of the assets. Repairs and maintenance are expensed as incurred while betterments and improvements are capitalized. When items are sold or retired, the related cost and accumulated depreciation is removed from the accounts and any gain or loss is included in operations.

The Company provides for depreciation and amortization over the following estimated useful lives:
| Furniture and fixtures  | 5-7 | years |
|-------------------------|-----|-------|
| Building                | 39  | years |
| Land improvements       | 10  | years |
| Machinery and equipment | 5-7 | years |
| Computer equipment      | 3   | years |
| Office equipment        | 7   | years |
| Trucks and trailers     | 5   | years |

**Long-Lived Assets**

In accordance with FASB ASC Topic 360 "Property, Plant, and Equipment," the Company records impairment losses on long-lived assets used in operations when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets' carrying amounts. 

**Earnings per share**

The Company complies with the accounting and disclosure requirements of FASB ASC 260, "Earnings Per Share." Basic earnings per common share ("EPS") calculations are determined by dividing net income by the weighted average number of shares of common stock outstanding during the year.  Diluted earnings per common share calculations are determined by dividing net income by the weighted average number of common shares and dilutive common share equivalents outstanding.  During periods when common stock equivalents, if any, are anti-dilutive they are not considered in the computation.

F-5

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

 Notes to Consolidated Financial Statements (Continued) September 30, 2012

(unaudited)

**Valuation Techniques**

The Company values investments in securities that are freely tradable and are listed on a national securities exchange or reported on the NASDAQ national market at their last sales price as of the last business day of the year. 

**Government Bonds**

The fair value of sovereign government bonds is generally based on quoted prices in active markets. When quoted prices are not available, fair value is determined based on a valuation model that uses inputs that include interest-rate yield curves, cross-currency-basis index spreads, and country credit spreads similar to the bond in terms of issuer, maturity and seniority.

**Certificate of Deposits**

The fair values of the bank certificate of deposits are based on the face value of the certificate of deposits

**Concentration of Credit Risk**

The Company maintains its cash and cash equivalents in bank deposit accounts, which, at times may exceed federally insured limits.  The Company has not experienced any losses in such accounts.  Management believes the Company is not exposed to any significant credit risk related to cash and cash equivalents.

F-6

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

 Notes to Consolidated Financial Statements (Continued) September 30, 2012

(unaudited)

**4.         Capitalized Film Costs**

During the year ended December 31, 2007, the Company capitalized $33,399 of expenses in connection with the making of the film, *Foreign Devils.* The carrying value of the entire amount of capitalized film costs consists of films in process at September 30, 2012 and December 31, 2011. The Company plans to continue to actively market the film in the U.S. and other markets.

**5.         Related Party Transactions**

Beginning in March 2005 and continuing through September 30, 2012, the Company's principal stockholder advanced $16,400 to the Company. The advances are non-interest bearing, unsecured and due on demand.

The principal stockholder provided, without cost to the Company, office space valued at $200 per month, which totaled $600 for the quarter ended September 30, 2012, $2,400 for 2011, and $18,100 from inception. He also provided, without cost to the Company, his services, valued at $2,000 per month, for a total of $49,000 from inception through March 31, 2007.  The combined total of these expenses, $600 for the quarter ended September 30, 2012, $2,400 for the year ended December 31, 2011, and $67,100 from inception to September 30, 2012 is reflected in the statement of operations as general and administrative expenses with a corresponding contribution of additional paid-in capital.

On April 1, 2007, the Company began to accrue $2,000 per month as officer's salary for the principal stockholder in his capacity as president. In January 2009, the salary accrual was reduced to $500 per month. As of September 30, 2012, the total of accrued but unpaid officer's salary was $64,500. Also during the production phase of motion picture development*,* from April 1, 2007 through September 30, 2007, the Company accrued $4,000 per month as production fees for the principal stockholder's providing film making equipment and for his services as film producer*.* As of September 30, 2012, the total of accrued but unpaid production fees was $24,000.

**6.         Income Taxes**

The Company has approximately $49,000 in net operating loss carryovers available to reduce future income taxes, resulting in deferred tax assets of approximately $16,000. These carryovers expire in 2031. The Company has adopted FASB ASC Topic 740 which provides for the recognition of a deferred tax asset based upon the value the loss carryforwards will have to reduce future income taxes and management's estimate of the probability of the realization of these tax benefits. The Company has determined it more likely than not that these timing differences will not materialize and has provided a valuation allowance against substantially all of its net deferred tax asset.

**7.         Stockholders' Equity**

**Description of Securities**

***Common Stock***

The Company is authorized to issue 50,000,000 shares of common stock, with par value of $0.0001 per share. As of September 30, 2012 and December 31, 2011, 6,459,660 shares of common stock, were issued and outstanding. The number of issued and outstanding shares has been retroactively adjusted for a 10-for-1 forward split, which became effective on February 22, 2008. The stock split was accomplished by the issuance of nine additional shares for each share owned as of the record date. All references as to the shares of the Company's common stock, since inception, have been restated to reflect the stock split.

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

***Preferred Stock***

The Company is authorized to issue 5,000,000 shares of preferred stock with par value of $0.0001 per share. As of September 30, 2012, no shares of preferred stock had been issued. The articles of incorporation provide that the Company's board of directors, without shareholder approval, is authorized to issue the preferred stock in one or more series and can fix the number of shares constituting any series, and can fix the terms, including the rights pertaining to dividends, conversions, voting, redemption and liquidation.

F-7

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

 Notes to Consolidated Financial Statements (Continued) September 30, 2012

(unaudited)

***Warrants***

As of September 30, 2012 and December 31, 2011, there were 74,660 Class A warrants outstanding. Each warrant grants the holder, until December 31, 2012, the right to purchase one share of the Company's common stock at $0.60 per share. The number of warrants and the exercise price of the warrants have been retroactively adjusted because of the stock split described above in *Note 7 - Stockholders' Equity - Description of Securities - Common Stock.*

**Securities Issued for Cash**

On March 18, 2005, the Company issued 6,250,000 shares of common stock, which are restricted as to transferability, to its founder and president for $25,000 cash. The number of shares has been retroactively adjusted because of the stock split described above in *Note 7- Stockholders' Equity - Description of Securities - Common Stock.*

On December 31, 2007, the Company completed its initial public offering of units consisting of one share of common stock and one Class A warrant. The Company sold a total of 74,660 units at $0.51 per unit. The Company received $38,076, as gross proceeds of the offering, and $34,360 as net proceeds. The expenses of the offering, $3,716, were initially recorded as *Deferred offering costs.* Upon completion of the offering, *Deferred offering costs* was reclassified as a reduction of *Additional paid-in capital*. The number of units and price per unit have been retroactively adjusted because of the stock split described above in *Note 7 - Stockholders' Equity - Description of Securities - Common Stock.*

**Common Stock Issued for Services**

On March 18, 2005, the Company issued 135,000 shares of common stock, which were initially restricted as to transferability, for legal services in connection with the Company's public offering of securities. The shares were valued at $540, which represented the fair value of the stock issued. The number of shares has been retroactively adjusted because of the stock split described above in *Note 7 - Stockholders' Equity - Description of Securities - Common Stock.*

**8.         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, 2012 and December 31, 2011, no options had been granted.

F-8

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**ITEM 2 - MANAGEMENT'S DISCUSSION****AND****ANALYSIS OF FINANCIAL CONDITION****AND****RESULTS OF OPERATIONS**

**Description of Business**

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

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

**Plan of Operation and Recent Developments**

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

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

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

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

            We have not generated any revenue since our inception.

            **Competition**

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

            **Industry Overviews**

            **The motion picture industry**

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

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

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

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

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

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

            **The Digital Video Industry**

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

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

            Generally, DV offers several benefits including:

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

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

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

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

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

**Motion picture development and production**

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

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

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

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

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

            **Our Production Strategy**

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

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

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

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

            **The****DVD****Industry**

            DVD is a form of optical disc storage technology. Essentially, DVDs can be considered bigger, faster CDs that can hold cinema-like video and audio that is better than CD-quality, as well as computer data. DVD has widespread support from all major electronics companies, all major computer hardware companies, and all major music and movie studios.                 

             According to figures compiled by the Digital Entertainment Group (DEG), based on data from retailers and manufacturers, 33 million DVD players were sold to U.S. consumers in 2007. More than 12 million DVD players were sold in the fourth quarter alone. The DEG is a Los Angeles-based, industry-funded nonprofit corporation that advocates and promotes the benefits of the DVD format while providing updated information to the media and the retail trade. 

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

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

            Some features of DVDs include:

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

            **DVD****Production**

            DVD production has two basic phases: development and replication.

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

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

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

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

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

**The Internet industry**

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

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

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

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

**Patents**

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

**Government and Other Regulation**

            **Censorship**

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

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

**Labor Laws**

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

**Employees**

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

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**Critical Accounting Policies**

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

            **Revenue and Expense Recognition**

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

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

            **Capitalized Film Costs**

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

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

**Results of Operations**

            The following discussion and analysis provides information 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, 2012 and Three Months Ended September 30, 2011***

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

            **Expenses -** For the three months ended September 30, 2012, total expenses were $2,450, which consisted of accrued officer's salary, $1,500; the fair value of office space, $600, provided by our sole officer and director, without cost to us, and auditing fees, $350.

           For the three months ended September 30, 2011, total expenses were $2,450, which consisted of accrued officer's salary, $1,500; the fair value of office space, $600, provided by our sole officer and director, without cost to us, and auditing fees, $350.          

            **Interest income -** For the three months ended September 30, 2012, interest income earned on our invested cash was $53 compared to $96 for the three months ended September 30, 2011.

            **Net loss - **Net loss, before taxes, for the three months ended September 30, 2012 was $2,397 and for the three months ended September 30, 2011 was $2,354. We have not reduced our net loss by any tax benefit; consequently our net loss was the same both before and after taxes.

            **Net loss per share -** For the three months ended September 30, 2012, net loss per share was $0.00. For the three months ended September 30, 2011, net loss per share was also $0.00. Net loss per share for both periods was computed based on 6,459,660 weighted average common shares outstanding.

***Nine Months Ended September 30, 2012 and Nine Months Ended September 30, 2011 and Period from March 18, 2005 (inception) through September 30, 2012***

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

            **Expenses** - For the nine months ended September 30, 2012, total expenses were $8,300, which consisted of accrued but unpaid officer's salary, $4,500; auditing fees, $1,700; the fair value of office space, provided by our sole officer and director, without cost to us, $1,800; and Florida annual report fees, $300.           

            For the nine months ended September 30, 2011, total expenses were $8,330, which consisted of accrued but unpaid officer's salary, $4,500; auditing fees, $1,700; the fair value of office space, provided by our sole officer and director, without cost to us, $1,800; Florida annual report fees, $300; and bank charges, $30.

            From March 18, 2005 (inception) to September 30, 2012, expenses totaled $159,416.

            **Interest income** - For the nine months ended September 30, 2012, interest income earned on our invested cash was $162 compared to $297 for the nine months ended September 30, 2011.

            Since inception through September 30, 2012, our total interest income was $4,119.

            **Net loss** - Net loss, before taxes, for the nine months ended September 30, 2011 was $8,138 and for the nine months ended September 30, 2011 was $8,033.

            Since inception (March 18, 2005) through September 30, 2012, we incurred a net loss, before taxes, of $155,297.

            We have not reduced our net loss, for the period from inception, March 18, 2005, through September 30, 2012, by any tax benefit; consequently our net loss was the same both before and after taxes.

            **Net loss per share** - For the nine months ended September 30, 2012, net loss per share was $0.00. For the nine months ended September 30, 2011, net loss per share was also $0.00. Net loss per share was computed based on 6,459,660 weighted average common shares outstanding for both the nine months ended September 30, 2012 and the nine months ended September 30, 2011.

**Liquidity and Capital Resources**

            As of September 30, 2012, the balance of our cash and cash equivalents was $43,522. We believe that we have enough cash to execute our business plan for the next 12 months. With the cash available, we plan to arrange for distribution of our first completed film, *Foreign Devils* and to begin pre-production of a second film property and develop websites for both properties.

**Capital Expenditures**

            We do not expect any significant purchases of equipment in 2012 or 2013.

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**ITEM 3 - QUANTITATIVE****AND****QUALITATIVE DISCLOSURES ABOUT MARKET RISK**

            Not applicable.

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**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 September 30, 2012. 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 September 30, 2012, Avery Pack who served as our Chief Executive Officer and Chief Financial Officer (which duties include that of principal accounting officer) as of September 30, 2012 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.

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**PART II - OTHER INFORMATION**

**ITEM 6 - EXHIBITS**
| Exhibit 31.1 |   |   | Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
|--------------|--------|--------|--------------------------------------------------------------------------|
| Exhibit 32.1 |   |   | Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |

**SIGNATURES**

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

Date: November 18, 2012