SecProbe.io

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Mail Stop 3561
                          November 21, 2005

Avery Pack
President and Chief Executive Officer
Amalgamated Pictures Corp.
2132 Mears Parkway
Margate, FL  33063

Re:  	Amalgamated Pictures Corp.
      Amendment No. 2 to Registration Statement on Form SB-2
      Filed October 28, 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.

Determination of Offering Price, page 12

1. We reviewed your response to comment 12 in our letter of June
22,
2005.  For each factor you cite, briefly explain how these factors
affected your determination of the offering price.  It remains
unclear
how you arrived at the specific offering price of $5.10 per unit.
See
Item 505 of Regulation S-B. .

Business, page 14

2. We reviewed your response to comment 13 in our letter of June
22,
2005.  We do not believe a lay investor unfamiliar with your
business
would fully understand your activities.  Please describe clearly
and
in further detail all of your activities to date, avoiding terms
such
as "developing parameters" or "film resources."

Plan of Operation, page 15

3. On page 16, you disclose that Mr. Avery Pack has agreed to lend
funds, up to $75,000, in the event that you are unable to raise
$75,000 in the offering.  Please revise your filing to provide
sufficient information about Mr. Pack to permit an investor to
determine the ability of Mr. Pack to fund the commitment.

Properties, page 15

4. It appears that your website is www.amalgapix.com, not
www.almagapix.com.  Please revise.

Financial Statements, page F-3

Statement of Changes in Stockholders` Equity, page F-6

5. We reviewed your revised disclosure provided in response to
comment
25 in our letter of June 22, 2005.  Please provide all of the
disclosures required by paragraph 11.d. of SFAS No. 7.
Specifically,
disclose the dollar amounts per share for each equity issuance.

*	*	*	*	*

      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.

      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.
November 21, 2005
Page 1

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