SecProbe.io

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Mail Stop 0308

            June 22, 2005

Avery Pack,
President and Chief Executive Officer
Amalgamated Pictures Corp.
3800 Hillcrest Dr. #1023
Hollywood, FL  33021

Re:  	Amalgamated Pictures Corp.
      Registration Statement on Form SB-2
      Filed on May 23, 2005
      Amendment No. 1 to Registration Statement on Form SB-2
      Filed on May 31, 2005
      File No. 333-125145

Dear Mr. Pack:

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.  After
reviewing this information, we may raise additional comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

General
1. Your disclosure indicates that you are a development stage
company
established three months ago and that you have not commenced
business
operations nor realized any revenues from your planned operations.
It therefore appears that your proposed business may be
commensurate
in scope with the uncertainty ordinarily associated with a blank
check company.  We also note that your sole officer, director, and
controlling shareholder, Avery Park, previously had the same role
in
another public company, Consolidated Pictures, that had
substantially
the same business plan as your own yet did not develop any
operations.  Consolidated Pictures subsequently recently engaged
in a
merger with a private company with operations, as typically is
seen
in blank check companies.  Accordingly, please revise your
disclosure
throughout your registration statement to comply with Rule 419 of
Regulation C or provide us with an explanation of why Rule 419
does
not apply.

Prospectus Cover Page
2. In the second sentence, please briefly disclose if accurate -
as
reflected in the second risk factor on page 7 - that the
transferability of shares may be limited under state law because
you
do not intend to qualify the offering under state law until 30
days
prior to completion of the offering, which may not occur for a
year.
3. Since your offering will be self-underwritten and without any
minimum required proceeds, please disclose at the end of the third
paragraph that because there is no minimum amount of shares that
must
be sold, you may receive no proceeds or very little proceeds from
the
offering.
4. Please revise the sentence that precedes your price table to
state
that the offering is being made directly by you through your sole
officer-director.  As appropriate, please also delete throughout
your
prospectus other plural references to "officers and directors" so
it
is clear you have one sole officer-director.
5. Please revise your cross-reference to the risk factors section
to
delete "some of". All material risks must be described not "some
of"
them.

Inside Front Cover Page
6. Please include the dealer prospectus delivery obligation
disclosure as required by Item 502(b) of Regulation S-B.

Prospectus Summary, page 3

Our Company, page 3
7. Please include in your summary that you have only one employee,
Avery Pack, who is your sole officer, director and controlling
shareholder.

The Offering, page 3
8. After "Common stock outstanding after the offering," please add
a
separate paragraph that discloses that your sole executive
officer-
director holds ___% of your shares, and as a result will exercise
control over your direction.

9. In connection with terms of the offering, please indicate that
the
offering will terminate in no later than 12 months.
10. Please add a separate paragraph which indicates the absence of
a
public market for the common shares and warrants and briefly
explains
how the absence of a public market impacts liquidity.

Risk Factors, page 4

Because of state securities registration requirements, the
transferability of . . ., page 7
11. We note that you plan on submitting an application for listing
in
one of the "recognized securities manuals" within 30 days prior to
the completion of this offering.  Please clarify that you are
uncertain as to when this offering will be completed and that it
might be open for a longer period of time than anticipated.

Determination of the Offering Price, page 12
12. You state that you "arbitrarily selected" the offering price
of
$5.10 per unit.  It is therefore important that the disclosure be
clear and concise about how you did select an offering price per
share.  Accordingly, please revise to disclose all factors you
considered.  For each factor you cite, briefly explain how these
factors affected your determination of the offering price.  See
Item
505 of Regulation    S-B.
Business, page 14
13. Please expand this section to provide detailed information
concerning your operations.  This would include the status of any
discussions with creative personnel, selection of movie scripts,
interviews with potential actors, consultants, etc.  Please
include
specific information regarding all activities to clearly describe
the
company`s status.  If no progress has been made, so state.  This
description may also need to be addressed in the risk factors
section.  Please clearly specify what steps you have taken to
date,
what steps you need to take to advance your business and what is
required to make those advancements.  Also, expand your disclosure
to
address in more detail how you will fund your operations and how
you
will fund your capital requirements if proceeds from this offering
fall short of expectations.  We may have further comments based
upon
your revisions.

Plan of Operation, page 14

14. Since your offering is being completed on a best-efforts
basis,
please revise your disclosure to address how the company intends
to
satisfy its liquidity needs over the next twelve months under at
least the three offering levels presented.  See Item 303(a) of
Regulation S-B.  Under each scenario, please ensure that you
discuss
in more detail the line item expenditures listed in the
application
of proceeds table on page 10.

Properties, page 15
15. The website address provided on the bottom of page 15 does not
seem to be operational.  Please tell us, with a view toward
disclosure, the status of your website.

Industry Overviews, page 16
16. Please review this section to ensure that you identify the
sources for the industry data that you provide.  Currently, you
include many factual statements, but you have not indicated
whether
the source of this information is based upon management`s belief,
industry data, scientific reports or any other source.  Please
revise
accordingly.  If the information is based upon reports, articles,
or
studies, please provide these documents to us appropriately marked
and dated.  If they were prepared especially for you and are not
publicly available, file a consent from the source.

Lack of Trading Market for Securities, page 29
17. Please indicate if you have taken any steps to engage a
market-
maker to apply for quotation on the OTC Bulletin Board on your
behalf.  Assuming you have engaged a market-maker, clarify how
long
it takes to make an application and have your securities quoted on
the OTC Bulletin Board.  Explain what effect quotation on the OTC
Bulletin Board will have on your liquidity.
18. You indicate there can be no assurance that a public market
for
your common stock and warrants will ever develop.  Please also
indicate that there can be no assurance that they can be resold at
the offered price if and when an active secondary market might
develop, or that a public market for your securities may be
sustained
even if developed.

Plan of Distribution, page 31
19. You indicate that the offering is self-underwritten and that
Avery Pack will offer the shares by prospectus and sales
literature
filed with the SEC, to friends, business associates and contacts,
and
by direct mail to investors who have indicated an interest in our
company.  Please provide us with a detailed explanation as to why
your sole officer-director satisfies the requirements of Rule
3(a)4-
1.
20. Explain clearly that under a "best efforts, no minimum"
offering
such as yours, there is no requirement that you sell a specified
number of shares before the proceeds of the offering become
available
to you.  Also, state that you may sell only a nominal amount of
shares and receive minimal proceeds from this offering.  You will
not
escrow any of the proceeds received from the sale of shares before
the offering terminates.  Upon acceptance of a subscription, the
proceeds from that subscription will be immediately available for
your use and the investor has no assurance that you will sell all
or
any part of the remaining shares offered in this transaction.
21. We note you have the right to terminate the offering at any
time
in your sole discretion.  If there are specific events that may
trigger a premature termination, please disclose those events.
Provide similar disclosure regarding your right to reject
subscriptions.
22. We note that you will offer the units directly to investors
through your president, Avery Pack, who will offer the shares by
prospectus and sales literature filed with the SEC, to friends,
business associates and contacts, and by direct mail to investors
who
have indicated an interest in your company.  Please provide us
copies
of all sales literature you have distributed or plan to distribute
regarding this offering.  We may have further comments upon review
of
your materials.
23. Please tell us whether you will engage in any electronic
offer,
sale or distribution of the units and describe the procedures to
us.
Also, tell us whether you have entered or intend to enter into any
arrangements with a third party to host or access your prospectus
on
the internet.  If so, identify the party and the website, describe
the material terms of your agreement, and provide us with a copy
of
any written agreement.  Provide us also with copies of all
information concerning your company or prospectus that have
appeared
or may appear on their website.

Financial Statements, page F-3

Statement of Operations, page F-4
24. Please revise your Statement of Operations to reflect all
costs
of doing business.  In this regard you should revise your
financial
statements to reflect as an expense the fair value of office space
and services provided by your President at no cost, with a
corresponding contribution of capital.  Refer to SAB Topics 1.B.
and
5.T

Statement of Changes in Stockholders` Equity, page F-6
25. Please revise to provide all of the disclosures required by
paragraph 11.d. of SFAS No. 7.  Please state whether the amount
recorded for common stock issued for services was based on the
fair
value of the stock issued or the services received.

Undertakings, page II-2
26. Please include the undertaking required under 512(e) of
Regulation S-B.

*	*	*	*	*

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we
may
have additional comments after reviewing your amendment and
responses
to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities Act
of
1933 and that they have provided all information investors require
for an informed investment decision.  Since the company and its
management are in possession of all facts relating to a company`s
disclosure, they are responsible for the accuracy and adequacy of
the
disclosures they have made.

      Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:

* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;

* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and

* the company may not assert staff comments and the declaration of
effectiveness as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the
United States.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statement as confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

      You may contact Sondra Snyder, Staff Accountant, at (202)
551-
3332 or George Ohsiek, Senior Staff Accountant, at (202) 551-3843,
if
you have questions regarding comments on the financial statements
and
related matters.  Please contact Anita Karu, Attorney-Advisor, at
(202) 551-3240, David Mittelman, Legal Branch Chief at (202) 551-
3214, or me at (202) 551-3725 with any other questions.

      							Sincerely,

      							H. Christopher Owings
      Assistant Director

cc:	David L. Kahn, Esq.
	Amalgamated Pictures Corp.
	Fax:  (559) 440-9348
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Avery Pack
Amalgamated Pictures Corp.
June 22, 2005
Page 7

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