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

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

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

**For the quarterly period ended March 31, 2008**

**or**

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

| **000-51871**            |
|--------------------------|
|                          |
| (Commission file number) |

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

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

| **35 JA Ely Boulevard, Suite 110**** Dania Beach, FL 33004** |
|-------------------------------------------------------------------|
|                                                                   |
| (Address of principal executive offices)                          |
|                                                              |
| **1080 South Andrews Avenue**** Pompano Beach, FL 33062**    |
|                                                                   |
| (Former 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 September 22, 2008, there were 6,459,660 shares of the registrant's common stock outstanding.

----

**Amendment No. 1 to the Quarterly Report on Form 10-Q**

** For the Quarter Ended March 31, 2008**

**_____________________________________________________________________________________________**

**EXPLANATORY NOTE**

Amalgamated Pictures Corp. is filing this Amendment No. 1 on Form 10-Q/A (this "Amendment") to its Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2008, which was originally filed on May 15, 2008 (the "Original Filing"). As part of the 10-Q/A, the Amendment will amend Part II, Item 6 for the sole purpose of amending and restating the Exhibit 31.1 Certification of the Principal Executive Officer and Principal Financial Officer, which adds the introductory language of paragraph 4 and the language of paragraph 4(b).

Except with respect to the above change, this Amendment does not modify or update any other disclosures set forth in the Original Filing.

____________________________________________________________________________________________

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

* Filed herewith.

**SIGNATURES**

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this amended report to be signed on its behalf by the undersigned, thereunto duly authorized.
|   |   | Amalgamated Pictures  Corp.                                                                                                                                                                                                                            |
|--------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                             |
|   |   | (Registrant)                                                                                                                                                                                                                                                |
|   |   |                                                                                                                                                                                                                                                        |
| By:    |   | /s/ Avery Pack                                                                                                                                                                                                                                              |
|   |   |                                                                                                                                                                                                                                                             |
|   |   | Avery Pack           President and Chief Executive Officer           (Principal Executive Officer) and           Acting Chief Financial Officer           (Principal Financial Officer and           Principal Accounting Officer) |

Date: September 24, 2008