U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
| x | ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended February 28, 2010
| o | TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from ___________ to ___________
Commission file number: 333-123611
FUTURA PICTURES, INC.
____________________________________________
(Name of small business issuer in its charter)
Delaware (State or other jurisdiction of organization) | | 56-2495218 (IRS Employer incorporation or Identification No.) |
| | | |
17337 Ventura Boulevard, Suite 208, Encino, California (Address of principal executive offices) | 91316 (Zip Code) |
(818) 784-0040
______________________
(Issuer's telephone number)
Securities registered under Section 12(b) of the Exchange Act:
Title of each class registered: None Name of each exchange on which registered: None
Securities registered under Section 12(g) of the Exchange Act:
Common Stock, par value $.001
_____________________________
(Title of class)
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.Yes oNo x
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.Yes oNo x
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 o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer o | Accelerated filer o |
Non-accelerated filer o (Do not check if smaller reporting company) | Smaller reporting company x |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act.) Yes o No x
At May 14, 2010, the registrant had 1,599,750 shares of Common Stock, $.001 par value, issued and outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
None
There currently is no public market for the Company’s Stock.
| CONTENTS |
| | | | |
| | | | PAGE |
| | | | |
| PART I | | | |
| | Item 1. | Description of Business | 5 |
| | Item 2. | Description of Property | 12 |
| | Item 3. | Legal Proceedings | 12 |
| | Item 4. | Submission of Matters to a Vote of Security Holders | 12 |
| | | | |
| PART II | | | |
| | Item 5. | Market for Common Equity, Related Stockholder Matters and Issuer Purchase of Equity Securities | 13 |
| | Item 6. | Select Financial Data | 14 |
| | Item 7. | Management’s Discussion and Analysis or Plan of Operation | 14 |
| | Item 8. | Financial Statements | 19 |
| | Item 9. | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure | 31 |
| | Items 9A(T). | Controls and Procedure | 31 |
| | Item 9B. | Other Information | 32 |
| | | | |
| PART III | | | |
| | Item 10. | Directors, Executive Officers, Promoters and Control Persons: Compliance with Section 16(a) of the Exchange Act | 32 |
| | Item 11. | Executive Compensation | 34 |
| | Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 35 |
| | Item 13. | Certain Relationships and Related Transactions | 36 |
| | Item 14. | Principal Accountant Fees and Services | 37 |
| | | | |
| PART IV | | | |
| | Item 15. | Exhibits and Financial Statement Schedules | 37 |
| | | | |
| SIGNATURES | | 38 |
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This fiscal 2009 Annual Report on Form 10-K, including the sections entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business,” contains “forward-looking statements” that include information relating to future events, future financial performance, strategies, expectations, competitive environment, regulation and availability of resources. These forward-looking statements include, without limitation, statements regarding: proposed new products or services; our statements concerning litigation or other matters; statements concerning projections, predictions, expectations, estimates or forecasts for our business, financial and operating results and future economic performance; statements of management’s goals and objectives; trends affecting our financial condition, results of operations or future prospects; our financing plans or growth strategies; and other similar expressions concerning matters that are not historical facts. Words such as “may,” “will,” “should,” “could,” “would,” “predicts,” “potential,” “continue,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes” and “estimates,” and similar expressions, as well as statements in future tense, identify forward-looking statements.
Forward-looking statements should not be read as a guarantee of future performance or results, and will not necessarily be accurate indications of the times at, or by which, that performance or those results will be achieved. Forward-looking statements are based on information available at the time they are made and/or management’s good faith belief as of that time with respect to future events, and are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in or suggested by the forward-looking statements. Important factors that could cause these differences include, but are not limited to:
| | · | our inability to raise additional funds to support operations and capital expenditures; |
| | · | our inability to achieve greater and broader market acceptance of our products and services in existing and new market segments; |
| | · | our inability to successfully compete against existing and future competitors; |
| | · | our inability to manage and maintain the growth of our business; |
| | · | our inability to protect our intellectual property rights; and |
| | · | other factors discussed under the headings “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business.” |
Forward-looking statements speak only as of the date they are made. You should not put undue reliance on any forward-looking statements. We assume no obligation to update forward-looking statements to reflect actual results, changes in assumptions or changes in other factors affecting forward-looking information, except to the extent required by applicable securities laws. If we do update one or more forward-looking statements, no inference should be drawn that we will make additional updates with respect to those or other forward-looking statements.
Item 1. Description of Business
(a) Background
We were incorporated in the State of Delaware on December 10, 2003. From the date of incorporation through December 2007 the sole component of our business plan called for the producing and co-financing of motion pictures whose production budgets are estimated to range between $500,000 and $1,500,000, (referred to in this document as “low budget films”), produced solely for distribution to the domestic and international home video markets.
Pursuant to our business plan during 2005 we acquired one year options to purchase two screenplays. In 2006 the options on both screenplays were renewed through June 2009. As the Company was unable to raise the necessary funds to begin production on either of these screenplays, the options expired.
While we continued our efforts to raise sufficient funds to initiate our business plan, and in an attempt to generate operating revenue, in December 2007, we entered into a Production Agreement with the Hathaway Group to develop and produce a one hour television documentary. Under the Agreement we were to receive $150,000 as total compensation for writing, shooting, producing, editing, and in all respects completing the documentary in accordance with standard television broadcast specifications. We were to receive payment in installments based on the completion of certain stages of the Production. Through November 2008, we received a total of $50,000 which was recorded as Unearned Revenue. Due to the deteriorating economic climate in February 2009, the Hathaway Group agreed with us to cancel th e Project with no monies owed by either party. The $50,000 has been recorded as a reimbursement of production costs in Production Costs in the Statement of Operations.
In November 2008, the Company commenced the production of a 47 minute “self-improvement/educational” DVD entitled, “The 5 Communication Secrets That Swept Obama To The Presidency.” The DVD uses video examples of President Barack Obama’s most memorable speeches to illustrate five essential secrets of effective public and personal communication. International communication analyst and coach Richard Greene hosts the DVD and instructs in the system of communication techniques he created. The DVD was completed in February 2009, and is being sold and marketed to individuals via the internet and through distributors specializing in the sale of product to the educational market, i.e. libraries, universities etc. Additionally, the Company create d a “Business Edition” version of the DVD. This version includes the 47 minute DVD, along with a Leader Guide, Participant workbook, and Power Point presentation. It is being marketed both domestically and internationally by distributors to organizations for the training of their personnel in communication skills.
(b) Description of Business
As stated earlier, our business plan called for the co-financing or producing of motion pictures whose production budgets are estimated to range between $500,000 and $1,500,000, produced solely for distribution to the domestic and international home video markets. These films would mainly be targeted to family audiences, encompassing among others, such genres as sports, sci-fi, mystery, action/adventure and comedy. Although due to our inability to date to raise the necessary funds to implement our plan as described above, management is still hopeful that as economic conditions improve we will be successful in raising sufficient funds to co-finance or produce low budget motion pictures. There can be no assurance that we will ever be successful in these efforts. During the next 12 months in addition to att empting to raise funds we will be seeking to produce, or acquire another one or two “self-improvement/educational” DVDs, whose production budgets are in most cases substantially less than the budgets required to produce a motion picture.
Customers
We market the “The 5 Communication Secrets That Swept Obama To The Presidency,” DVD, and will market any future self-improvement/educational DVDs that we may produce through several distribution channels to individuals seeking to improve their professional skills and personal qualities, educational institutions, i.e. libraries and universities for teaching purposes, and to organizations for employee training. Our current distribution channels are comprised of a network of both domestic and international distributors.
Product
Given our current inability to raise sufficient funds to initiate the co-financing or production of low budget motion pictures, our product during the next twelve months will be limited to self-improvement/educational DVDs. In an attempt to enhance the product’s revenue potential we created a “Personal Version” and “Business Version” of “The 5 Communication Secrets That Swept Obama To The Presidency,” DVD. The “Personal Version,” consisting of the DVD and Workbook is marketed to individuals and to libraries and schools. The “Business Version,” consisting of the DVD, Facilitator’s Guide, Participant Workbook, Power Point presentation, and Reminder Cards is marketed to organizations for employee training. We anticipate following this formula for any future DVDs we produce.
Sales and Distribution
US Sales and Distribution
We sell the “Personal” version of “The 5 Communication Secrets That Swept Obama To The Presidency,” under a distribution agreement with Gaiam, Inc., a leading lifestyle media company. Gaiam places product in a variety of retailers, including bookstores such as Barnes & Noble and Borders; media stores such as Best Buy and Blockbuster; and mass merchant stores such as WalMart and Target. Additionally, the DVD is being sold to libraries and learning institutions under a distribution agreement with Films For The Humanities, a distribution company specializing in marketing and sales to the educational market.
The “Business Edition” version is being marketed via a network of both domestic and international distributors specializing in the sales of employee training products. Among the domestic distributors selling the DVD are, Workplace Publishing, Advanced Knowledge, and Learncom. We have agreements with a number of international distributors for the sale and marketing of “The 5 Communication Secrets That Swept Obama To The Presidency,” DVD, in countries including Canada, Mexico, Israel, India, South Africa, England and Hong Kong.
Overview of the Motion Picture Industry
As demonstrated by the changes in the motion picture industry, the production and distribution of motion pictures is no longer limited to “traditional” distribution through theaters, cable and satellite broadcasts. For the past three years, the motion picture industry had been steadily expanding to include the “direct to home video” segment of the market. Consequently, there are increasing numbers of motion pictures which are being produced for release and distribution in the home video market and “direct to home video” has become part of the motion picture industry. Except for the final distribution of the completed project, the production of motion pictures has not changed and the Company will follow traditional routes in that regard.
Although our intended business is the producing and co-financing of low budget motion pictures produced solely for distribution to the domestic and international home video markets, we thought it would be helpful to provide you with a general overview of the motion picture industry, and a detailed look at the home entertainment market.
The industry is dominated by the so-called "major" motion picture studios: Disney (including Miramax Films), MGM-UA, Paramount, Sony Pictures Entertainment (including both Columbia Pictures and Tri-Star Pictures), Twentieth Century Fox, Universal, and Warner Brothers. Each of these major studios is either a large, diversified entertainment corporation or a subsidiary of an "umbrella" corporation, and all have strong, long-standing relationships with creative talent, exhibitors, and others involved in the entertainment industry. The operations of these companies outside of the motion picture industry provide stable revenue sources, which offset variations in the financial performance for their motion picture operations. In addition to the major companies listed above, the industry is comprised of many sm all independent production and distribution companies.
The two principal activities of companies in the industry consist of production and distribution. Since we plan to use other companies to distribute the films we co-finance or produce, the discussion below is limited to the production of motion pictures.
Production
Motion picture production breaks down into four stages: development and finance, pre-production, principal photography, and post-production.
Development and Finance
Development involves the acquisition of the property that may become the feature film. This process includes reading existing screenplays and untapped books, or hearing creative pitches of ideas and stories, seeking the ones that management believe are the most interesting, entertaining and commercial. Once a story is acquired, in whatever form, it is put into development. In most cases, the development process entails the hiring of a writer to draft a screenplay or re-write the existing screenplay, in order to present it to directors, actors, and financiers to generate their interest in participating in the picture. When the producer is convinced that the screenplay has become strong enough to be commercially viable, the project is packaged with talent and the pre-sale process commences.
It is at this point that the producer attempts to obtain financing for the project. Sources of financing typically include the major film studios, private investors, publicly or privately raised pools of film investment capital, pre-sales of ancillary rights, and guarantees for United States theatrical distribution rights. Historically, most feature-length films have been financed by the major motion picture distribution companies. These companies advance the entire cost of producing the picture, and then recoups that cost from the revenues generated by the distribution of the picture in all media. This method of studio-production motion picture financing continues to exist, but an increasingly prevalent alternative for smaller production companies is financing obtained either from private investors, from the "pre-sale" of distribution rights, or through a combination of financing from both private investors and pre-sales.
A producer can obtain an advance payment, known as pre-selling, for licensing (prior to the release of the picture) the right to exhibit or exploit a picture in one or more media in one or more territories. As an example, the producer might pre-sell the rights to exhibition in the domestic territory--the United States and Canada--and pre-sell the foreign territories, individually or in one or more groups, in separate agreements. The rights that a producer may pre-sell include traditional theatrical exhibition, pay television exhibition, domestic network television syndication exhibition, foreign television exhibition, non-theatrical exhibition (such as airlines, armed forces bases, and educational institutions), and DVDs and videocassettes. In some cases, a portion of the pre-sale advance is paid upon exe cution of the pre-sale agreement or during production of the picture. More commonly, however, the advance is payable, sometimes in installments, upon or immediately following the completion of the picture. In this latter case, the producer may generate production cash by assigning its right to receive payment under the pre-sale agreement to a bank as security for a loan. While institutional production financing tends to be difficult for a for smaller production company to obtain, advantageous pre-sale agreements can tip the scales in the producer's favor. Key factors in making pre-sales are the quality of the screenplay, the director, and the key actors of the picture.
Pre-Production
Once it is determined that a motion picture screenplay has the potential for commercial viability, the producer puts the pre-production phase into action. Key personnel will be hired, building the team of a director, principal and supporting cast, and production personnel. The project will choose production locations and set shooting schedules, create a "story board" for the screenplay, revise and finalize the screenplay, develop a detailed budget, and complete the financing. Producers generally engage in costly pre-production only when they believe the project will become a motion picture, but still these pre-production activities do not ensure that a motion picture will be produced. The producer may not be able to secure all of the elements necessary to the production of a commercially viable picture, a nd even if all of the elements are secured, the producer may decide not to continue production for any number of creative or economic reasons. Nevertheless, these steps are vital to the completion of the picture and maximize its chances of success.
Principal Photography
Principal photography is the actual filming of a motion picture, scene by scene and location by location. During this process, weather at exterior locations, illness of a cast or crew member, and other problems may occur which may delay production and increase costs. Even where principal photography stays on schedule and budget, a review of the daily footage may reveal that some scenes need to be re-filmed. Production budgets will include room for such contingencies, but this reserve may be insufficient and insurance coverage may be inadequate to cover additional costs. While most motion pictures reaching this stage are completed, it is nevertheless possible that funds in excess of the budgeted amount become necessary but are not available. However, the producer will have put all elements into play to ensure the best chance of completion in the commercially viable form intended from the outset.
Post-Production
Post-production involves the editing of the picture, adding of music and sound effects and synchronizing them with the motion picture, and inserting special effects, among other tasks. The motion picture is brought to the completed form called the "answer print." During editing, problems may come to light suggesting that additional photography is needed, or costs may be greater than anticipated. On the whole, however, motion pictures reaching this stage are generally completed. At that point, the film is ready for distribution.
The Home Entertainment Market
Once a film is completed, the traditional means of distribution has been to the movie houses for public viewing. However, increasingly, the industry focuses on the delivery of feature films for in-home viewing. Home video has become a primary focus of both the entertainment industry and of the consumers who enjoy motion picture entertainment. In its 2007 annual report on the home entertainment business the Entertainment Merchant Association stated that consumer spending on home video is nearly three times greater than that of theatrical box office. The report further stated that eighty eight million U.S. households are DVD capable, and that consumer spending on home video in 2006 exceeded $24 billion. Sell through accounted for approximately $16.5 billion and rental generated approximately $8.5 billion.
DVD is now considered to be the centerpiece of home entertainment, with its ease of use, and its capability of affording the consumer options unavailable in-theater versions of films, such as interviews, outtakes, and commentary.
Along with these attributes, home video has affected consumer habits. A major report in USA Today found that the number of hours spent watching movies at home is increasing steadily, and many consumers say they don't bother going to see a movie in a theater, preferring to wait for the home version to be released. Management believes that this trend opens the marketplace to direct-to-home-video films, with their significantly lower costs of duplication.
Driving this market is the timing of the distribution window of feature films to home-video format. Among the distribution channels available to filmmakers are pay-per-view, video-on-demand, premium television, basic cable and network and syndicated television. Because of this highly competitive range of options, the rapid growth of the DVD industry makes the DVD and home-video distribution window a significant advantage to the worldwide home video industry in general.
The expanding number of venues from which DVDs are purchased has also bolstered the market. Previously, feature films were available on theatrical screens only. Eventually, they came to television. Now, in the DVD formats they are available not only at "traditional" video retailers such as Blockbuster, but also at the general chain stores such as Wal-Mart, and online services such as Netflix. Thus home-video playback capability exists in most domestic homes, and DVD themselves are more readily available. Each of these factors has combined to dramatically increase the market to a public receptive to purchasing DVDs for in-home entertainment.
“Educational/Self-improvement” DVD Production
The process of producing “Self-improvement” DVDs is comprised of the same stages of production as outlined above for the production of motion pictures. They are: (a) pre production, (b) principal photography, and (c) post production. We anticipate that the budgets for the production of these DVDs will range between $50,000 and $100,000.
The Self Improvement Market
Marketdata Enterprises’ U.S. Market For Self Improvement Products & Services report dated October 2008 estimates that the self-improvement market in the U.S. was worth $11.0 billion in 2007, versus $9.73 billion in 2005—a 13.6% 2-year gain. Further, they project the market will grow at a 6.2% average annual pace to 2012, reaching $14.17 billion.
Products and services within the industry are mainly comprised of: books, audiotapes, CDs, DVDs, seminars and workshops, infomercials, catalogs, and lectures. Among the topics covered by these products are: inspirational/motivational, losing weight, leadership, sales skills, improving relationships, gaining financial independence/money making opportunities, exercise programs or equipment, stress management, memory improvement, and speed reading.
According to Marketdata’s report the self-improvement market is largely comprised of female customers, especially for programs related to relationships, weight loss, exercise, spirituality and Far Eastern topics. Seventy percent of self improvement book buyers and seminar participants are women. For men, the market is concentrated primarily on business and organizational skills improvement, and money making opportunities like real estate investment or stock trading systems. Programs related to stress management and relaxation techniques are more broad-based, applicable to both sexes. A substantial share of our customers is located on the two coasts of the United States. California is especially receptive to “new age” topics, Far Eastern disciplines, holistic and alternative health care.
Competition
Both the educational/self-improvement and the motion picture industries are comprised of numerous large, mid-sized, and small independent production companies. Many of these companies have access to vast financial resources. Additionally, they have established long standing relationships with talent and distribution outlets throughout the world.
Some of the companies in the these industries have been operating since the 1930s, while others have just recently become popular by virtue of a high grossing motion picture or best selling book/DVD.
Company History
We were incorporated in the State of Delaware on December 10, 2003. From the date of incorporation through December 2007 the sole component of our business plan called for the producing and co-financing of motion pictures whose production budgets are estimated to range between $500,000 and $1,500,000, (referred to in this document as “low budget films”), produced solely for distribution to the domestic and international home video markets.
Pursuant to our business plan during 2005 we acquired one year options to purchase two screenplays. In 2006 the options on both screenplays were renewed through June 2009. As the Company was unable to raise the necessary funds to begin production on either of these screenplays, the options expired.
While continuing our efforts to raise sufficient funds to initiate our business plan, and in an attempt to generate operating revenue, in December 2007, we entered into a Production Agreement with the Hathaway Group to develop and produce a one hour television documentary. Under the Agreement we were to receive $150,000 as total compensation for writing, shooting, producing, editing, and in all respects completing the documentary in accordance with standard television broadcast specifications. We were to receive payment in installments based on the completion of certain stages of the Production. Through November 2008, we received a total of $50,000 which was recorded as Unearned Revenue. In February 2009, the Hathaway Group agreed with us to cancel the Project with no monies owed by either party. 60; The $50,000 has been recorded as a reimbursement of production costs in Production Costs in the Statement of Operations.
In November 2008, the Company commenced the production of a 47 minute “self-improvement/educational” DVD entitled, “The 5 Communication Secrets That Swept Obama to the Presidency.” The DVD uses video examples of President Barack Obama’s most memorable speeches to illustrate five essential secrets of effective public and personal communication. International communication analyst and coach Richard Greene hosts the DVD and instructs in the system of communication techniques he created. The DVD was completed in February 2009, and is being sold and marketed to individuals via the internet and through distributors specializing in the sale of product to the educational market, i.e. libraries, universities etc. Additionally, the Company create d a “Business Edition” version of the DVD. This version includes the 47 minute DVD, along with a Leader Guide, Participant workbook, and Power Point presentation. It is being marketed both domestically and internationally by distributors to organizations for the training of their personnel in communication skills.
Item 2. Description of Property
We currently use at no cost office space provided to us by our president located at 17337 Ventura Boulevard, Suite 305, Encino, California 91316. The value of this space is considered minimal and included in the value of contributed services provided by Mr. Young. We handle all administrative matters from his office. We anticipate that for the foreseeable future Mr. Young will continue to allow us to utilize his office until we have sufficient funds to acquire office space.
Item 3. Legal Proceedings
As of the date hereof, we are not a party to any material legal proceedings, and we are not aware of any such claims being contemplated against us.
Item 4. Submission of Matters to a Vote of Security Holders
No matters were submitted to a vote of security holders during the fourth quarter of fiscal year ended February 28, 2010.
PART 11
Item 5. Market for Common Equity and Related Stockholder Matters
No Public Market
There is currently no public market for our common stock. If and when management believes it is in the best interest of the Company and its shareholders we will apply for a listing of our stock on either the Over-The-Counter Bulletin Board System (also known as “OTCBB”) or the Pink Sheets Electronic Quotation Service. There can be no assurance that we will qualify to have our stock quoted on the OTCBB, the Pink Sheets Electronic Quotation System or any stock exchange or stock market.
Both the OTCBB and the Pink Sheets Electronic Quotation Service have very minimal listing requirements imposed on companies that desire to be listed in their systems.
The OTCBB requires that the company’s stock be registered with the Securities and Exchange Commission, that the company be current with its Securities and Exchange Commission filing requirements, and have at lease one (1) market maker. There are no requirements as to stock price, bid and asked quotes, number of shareholders, the number of shares held by each shareholder, or the number of shares traded.
The Pink Sheets quotation system requires that the Company have at least one (1) market maker and have a Form 15-211(c) on file with the National Association of Securities Dealers (also known as the NASD). The Pink Sheets do not have any minimum requirements as to stock price, bid and asked quotes, number of shareholders, the number of shares held by each shareholder, or the number of shares traded.
Holders
As of February 28, 2010, we have 1,599,750 shares of common stock issued and outstanding held by 76 shareholders of record. We currently have no outstanding options or warrants for the purchase of our common stock and have no securities outstanding which are convertible into common stock. We have not yet adopted or developed any plans to adopt any stock option, stock purchase or similar plan for our employees.
Common Stock
The Company’s certificate of incorporation provides for the authorization of 100,000,000 shares of common stock, $0.0001 par value. As of February 28, 2010, 1,599,750 shares of common stock were issued and outstanding, all of which are fully paid and non-assessable.
Dividend Policy
We have not declared any cash dividends on our common stock since our inception and do not anticipate paying such dividends in the foreseeable future. We plan to retain any future earnings for use in our business. Any decisions as to future payments of dividends will depend on our earnings and financial position and such other facts as the board of directors deems relevant. We are not limited in our ability to pay dividends on our securities.
Recent Sales of Unregistered Securities
None
Item 6. Selected Financial Information
| | | For the Years Ended | |
| | | February 28, 2010 | | | February 29, 2009 | |
| Statement of Operations Data | | | | | | |
| | | | | | | |
| Total Revenue | | $ | 13,108 | | | $ | - | |
| Operating Loss | | $ | (74,006 | ) | | $ | (99,321 | ) |
| Net loss after taxes | | $ | (74,806 | ) | | $ | (100,121 | ) |
| Net loss per share | | $ | (0.04 | ) | | $ | (0.06 | ) |
| | | | | | | | | |
| Balance Sheet Data | | | | | | | | |
| | | | | | | | | |
| Total assets | | $ | 4,509 | | | $ | 7,672 | |
| Total liabilities | | $ | 96,969 | | | $ | 66,926 | |
| Stockholders’ deficit | | $ | (92,460 | ) | | $ | (59,254 | ) |
Item 7. Management's Discussion and Analysis or Plan or Operation
You should read this section together with our financial statements and related notes thereto included elsewhere in this report. In addition to the historical information contained herein, this report contains forward-looking statements that are subject to risks and uncertainties. Forward-looking statements are not based on historical information but relate to future operations, strategies, financial results or other developments. Forward-looking statements are necessarily based upon estimates and assumptions that are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond our control and many of which, with respect to future business decisions, are subject to change. Certain statements contained in this Form 10, including, without limitation, statements containi ng the words "believe," "anticipate," "estimate," "expect," "are of the opinion that" and words of similar import, constitute "forward-looking statements." You should not place any undue reliance on these forward-looking statements.
You should be aware that our results from operations could materially be effected by a number of factors, which include, but are not limited to the following: economic and business conditions specific to the motion picture, television, and home video industries; competition from other producers of home video content; and television documentaries, our ability to control costs and expenses, access to capital, and our ability to meet contractual obligations. There may be other factors not mentioned above or included elsewhere in this report that may cause actual results to differ materially from any forward-looking information.
CRITICAL ACCOUNTING POLICIES
Our discussion and analysis of our financial condition and results of operations are based upon our statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses. In consultation with our Board of Directors, we have identified two accounting policies that we believe are key to an understanding of our financial statements. These are important accounting policies that require management's most difficult, subjective judgment.
Going Concern. The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company's current financial resources are not considered adequate to fund its planned operations. This condition raises substantial doubt about its ability to continue as a going concern. The accompanying financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.
The Company's continuation as a going concern currently is dependent upon timely procuring significant external debt and/or equity financing to fund its immediate and near-term operations, and subsequently realizing operating cash flows from sales of its film products sufficient to sustain its longer-term operations and growth initiatives, including its desired marketing and new potential film screenplays.
Non-Cash Equity Issuances. We periodically issue shares of our common stock in exchange for, or in settlement of, services. Our management values the shares issued in such transactions at either the then market value of our common stock, as determined by the Board of Directors and after taking into consideration factors such as the volume of shares issued or trading restrictions, or the value of the services received, whichever is more readily determinable.
General
In November 2008, the Company commenced production on a 47 minute “self-improvement” DVD entitled, “The 5 Secrets of Communication That Swept Obama to the Presidency.”
The DVD uses video examples of President Barack Obama’s most memorable speeches to illustrate five essential secrets of effective public and personal communication. International communication analyst and coach Richard Greene hosts the DVD and instructs in the system of communication techniques he created. The DVD was completed in February 2009, and is being sold via the internet and through distributors specializing in the sale of product to the educational market, i.e. libraries, universities etc., and to organizations for employee training. (See Company History Page 10)
Revenues
Our revenues for the year ended February 28, 2010 were $13,108. These revenues were a result of the initial sales of “The 5 Communication Secrets That Swept Obama to the Presidency” DVD. There were no revenues during the year ended February 28, 2009.
The cost of revenues during the year ended February 28, 2010 was $2,331. As there were no revenues during the year ended February 28, 2009 no costs were incurred.
Expenses
General and Administrative
To date, our expenses have consisted mainly of selling, general and administrative expenses. The main components being compensation to the Company’s President, Buddy Young- in the amount of $41,600, of which $41,600 Mr. Young has waived reimbursement and the amount has been applied to additional paid-in capital, professional services and the amortization of our loan commitment fee. During the year ended February 28, 2010, we incurred a total of $74,323 selling, general and administrative expenses, compared to a total of $82,522 during the year ended February 29, 2009. This represents a decrease of $8,199. This decrease is mainly the result of decreases in our professional fees of $7,850. We also experienced a decrease of $4,750 in our travel expenses which was directly related to our deve loping projects.
Production Costs
During the years ended February 28, 2010 and 2009, we incurred $6,353 and $66,530, respectively, in production costs primarily related to a DVD and workbook combination we created (“The 5 Communication Secrets That Swept Obama to the Presidency”). We have no historical revenue to aid us in accurately forecasting revenues to be earned on these videos and have, accordingly, expensed such costs as incurred. As noted above in our Description of Business, we received $50,000 towards the development of a documentary. As of February 2009, the production contract was terminated. The monies received have been classified as a reimbursement of production costs in our Statement of Operations.
While we cannot guarantee the level of our expenses in the future, we anticipate them to remain constant until such time that productions of the screenplays begin and we hire additional employees and incur production related expenses.
Interest Expense
We incurred $5,518 and $269 in interest expense during the years ended February 28, 2010 and 2009, respectively. This is related to the interest charges we incur on our loan from Buddy Young.
Plan of Operation
During the past twelve months we produced an educational/self-improvement DVD entitled, “The Five Communication Secrets That Swept Obama to the Presidency.” Additionally, we established a domestic and international distribution network to handle the sales and marketing of the DVD. Given our inability to date to raise the necessary capital to implement our initial business plan as described above, management has decided to put that element of the plan on hold, and to focus its efforts during the next 12 months on producing educational/self-improvement DVDs whose production budgets range between fifty and one hundred thousand dollars. Additionally, we will continue to work to maximize the DVD’s revenue potential by attempting to secure more distribution c hannels.
Through February 10, 2010,“The Five Secrets of Communication That Swept Obama to the Presidency,” has generated $13,108 in revenue. We anticipate that cash resulting from the further sales and licensing of “The Five Communication Secrets That Swept Obama to the Presidency.” or funds provided to us by our president and principal shareholder, under a promissory note dated February 16, 2005, as amended, will be sufficient to fund our cash requirements to continue our efforts through February 2011.
If during the next twelve months our revenue is insufficient to continue operations, and we are unable to raise funds through the sale of additional equity, or from traditional borrowing sources, we may be required to scale back our planned operations, or be forced to totally abandon our business plan and seek other business opportunities in a related or unrelated industry. Such opportunities may include a reverse merger with a privately held company. The result of which could cause the existing shareholders to be severely diluted.
Employees
Due to our very limited financial resources, the Company’s President, Buddy Young, along with Joseph Adelman, and Mel Powell, our Director of acquisitions, work on a part-time basis. No employee has received cash compensation from the Company other than the $16,050 paid to Mr. Young during the year ended February 28, 2009. We have no other full-time or part-time employees. Additionally, we regularly utilize the services of independent firms to handle our accounting and certain administrative matters. If and when our capital resource permits, we will hire full-time professional and administrative employees.
Liquidity and Capital Resources
We had a cash balance of $1,344 on February 28, 2010. Other than funds received from the sale of “The Five Communication Secrets That Swept Obama to the Presidency,” at this time, our only other known cash resource comes from an agreement with our President and majority shareholder to fund any shortfall in cash flow up to $100,000 at 8% interest through December 31, 2010. As of February 28, 2010 the balance owing on this agreement is $73,357. Payment of principal and interest is due on this loan on June 30, 2011.
We believe that revenue derived from the sale of the above mentioned DVD, and further borrowings from our President will be sufficient to satisfy our budgeted cash requirement through February 28, 2011.
Item 8. Financial Statements and Supplementary Data
FUTURA PICTURES, INC.
INDEX TO FINANCIAL STATEMENTS
| | Page |
| | |
| Report of Independent Registered Public Accounting Firm | 20 |
| | |
| Balance Sheets as of February 28, 2010 and February 28, 2009 | 21 |
| | |
Statements of Operations Years Ended February 28, 2010 and February 28, 2009 | 22 |
| | |
Statements of Stockholders’ Deficit Years Ended February 28, 2010 and February 28, 2009 | 23 |
| | |
Statements of Cash Flows Years Ended February 28, 2010 and February 28, 2009 | 24 |
| | |
| Notes to Financial Statements – February 28, 2010 | 26 |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders
of Futura Pictures, Inc.:
We have audited the accompanying balance sheets of Futura Pictures, Inc. (a development stage company; the “Company”) as of February 28, 2010 and 2009 and the related statements of operations, stockholders’ deficit and cash flows for the years then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company determined that it was not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amount s and disclo sures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company at February 28, 2010 and 2009 and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States.
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company’s current financial resources are not considered adequate to fund its planned operations. This condition raises substantial doubt about its ability to continue as a going concern. Management's plans regarding this matter is described in Notes 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
/s/ Farber Hass Hurley LLP
May 24, 2010
Camarillo, California
FUTURA PICTURES, INC.
BALANCE SHEETS
FEBRUARY 28, 2010 AND 2009
| ASSETS | | 2010 | | | 2009 | |
| | | | | | | |
| Cash | | $ | 1,344 | | | $ | 2,672 | |
| Accounts receivable | | | 2,054 | | | | - | |
| Prepaid expenses | | | 1,111 | | | | - | |
| Inventories | | | - | | | | 5,000 | |
| | | | | | | | | |
| TOTAL ASSETS | | $ | 4,509 | | | $ | 7,672 | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| LIABILITIES | | | | | | | | |
| | | | | | | | | |
| Accrued expenses | | $ | 2,813 | | | $ | 47,188 | |
| Unearned revenue | | | 15,000 | | | | - | |
| Accrued interest – related party | | | 5,799 | | | | 281 | |
| Loan payable – related party | | | 73,357 | | | | 19,457 | |
| | | | | | | | | |
| TOTAL LIABILITIES | | | 96,969 | | | | 66,926 | |
| | | | | | | | | |
| STOCKHOLDERS’ EQUITY (DEFICIT) | | | | | | | | |
| | | | | | | | | |
| Common stock, par value $0.0001 per share | | | | | | | | |
authorized – 100,000,000 shares | | | | | | | | |
issued and outstanding – 1,599,750 shares | | | 160 | | | | 160 | |
| Additional paid-in capital | | | 296,740 | | | | 255,140 | |
| Retained deficit | | | (389,360 | ) | | | (314,554 | ) |
| | | | | | | | | |
| TOTAL STOCKHOLDERS’ EQUITY (DEFICIT) | | | (92,460 | ) | | | (59,254 | ) |
| | | | | | | | | |
| TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) | | $ | 4,509 | | | $ | 7,672 | |
The accompanying notes are an integral part of these financial statements.
FUTURA PICTURES, INC.
STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED FEBRUARY 28, 2010 AND 2009
| | | 2010 | | | 2009 | |
| | | | | | | |
| REVENUE | | $ | 13,108 | | | $ | - | |
| | | | | | | | | |
| COST OF REVENUE | | | 2,331 | | | | - | |
| | | | | | | | | |
| GROSS PROFIT | | | 10,777 | | | | - | |
| | | | | | | | | |
| OPERATING EXPENSES | | | | | | | | |
| | | | | | | | | |
| Selling, general and administrative | | | 79,265 | | | | 82,522 | |
| Production costs, net of reimbursement | | | - | | | | 16,530 | |
| | | | | | | | | |
| TOTAL OPERATING EXPENSES | | | 79,265 | | | | 99,052 | |
| | | | | | | | | |
| (LOSS) FROM OPERATIONS | | | (68,488 | ) | | | (99,052 | ) |
| | | | | | | | | |
| INTEREST EXPENSE | | | 5,518 | | | | 269 | |
| | | | | | | | | |
| (LOSS) BEFORE INCOME TAXES | | | (74,006 | ) | | | (99,321 | ) |
| | | | | | | | | |
| Income tax expense | | | 800 | | | | 800 | |
| | | | | | | | | |
| NET (LOSS) | | $ | (74,806 | ) | | $ | (100,121 | ) |
| | | | | | | | | |
| NET (LOSS) PER COMMON SHARE | | | | | | | | |
| | | | | | | | | |
| Basic and diluted | | $ | (0.05 | ) | | $ | (0.06 | ) |
| | | | | | | | | |
| WEIGHTED AVERAGE NUMBER OF COMMON | | | | | | | | |
| SHARES OUTSTANDING | | | | | | | | |
| | | | | | | | | |
| Basic and diluted | | | 1,599,750 | | | | 1,597,777 | |
The accompanying notes are an integral part of these financial statements.
FUTURA PICTURES, INC.
STATEMENTS OF STOCKHOLDERS’ DEFICIT
FOR THE YEARS ENDED FEBRUARY 28, 2010 AND 2009
| | | Common Stock | | | | | | | | | | |
| | | Shares | | | Amount | | Additional Paid-in Capital | | Retained Deficit | | Total Stockholders’ Equity (Deficit) | | |
| Balance, March 1, 2008 | | | 1,538,750 | | | $ | 154 | | | $ | 217,396 | | | $ | (214,433 | ) | | $ | 3,117 | |
| | | | | | | | | | | | | | | | | | | | | |
| Issuance of common stock for cash | | | 61,000 | | | | 6 | | | | 12,194 | | | | - | | | | 12,200 | |
| | | | | | | | | | | | | | | | | | | | | |
| Contributed services | | | - | | | | - | | | | 25,550 | | | | - | | | | 25,550 | |
| | | | | | | | | | | | | | | | | | | | | |
| Net (loss) for the year ended February 28, 2009 | | | - | | | | - | | | | - | | | | (100,121 | ) | | | (100,121 | ) |
| | | | | | | | | | | | | | | | | | | | | |
| Balance, February 28, 2009 | | | 1,599,750 | | | $ | 160 | | | $ | 255,140 | | | $ | (314,554 | ) | | $ | (59,254 | ) |
| | | | | | | | | | | | | | | | | | | | | |
| Contributed services | | | - | | | | - | | | | 41,600 | | | | - | | | | 41,600 | |
| | | | | | | | | | | | | | | | | | | | | |
| Net (loss) for the year ended February 28, 2010 | | | - | | | | - | | | | - | | | | (74,806 | ) | | | (74,806 | ) |
| | | | | | | | | | | | | | | | | | | | | |
| Balance, February 28, 2010 | | | 1,599,750 | | | $ | 160 | | | $ | 296,740 | | | $ | (389,360 | ) | | $ | (92,460 | ) |
The accompanying notes are an integral part of these financial statements.
FUTURA PICTURES, INC.
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED FEBRUARY 28, 2010 AND 2009
| | | 2010 | | | 2009 | |
| | | | | | | |
| CASH FLOWS FROM OPERATING ACTIVITIES: | | | | | | |
| Net (loss) | | $ | (74,806 | ) | | $ | (100,121 | ) |
| Adjustments to reconcile net (loss) to net cash (used) by operating activities: | | | | | | | | |
| Amortization expense | | | 120 | | | | - | |
| Contributed services | | | 41,600 | | | | 25,550 | |
| Write-off of obsolete inventories | | | 5,000 | | | | - | |
| Write-off of production in process | | | - | | | | 13,000 | |
| Changes in operating assets and liabilities: | | | | | | | | |
| Accounts receivable | | | (2,054 | ) | | | - | |
| Prepaid expenses | | | (201 | ) | | | 1,000 | |
| Inventories | | | - | | | | (5,000 | ) |
| Accrued expenses | | | (38,857 | ) | | | 43,720 | |
| Unearned revenue | | | 15,000 | | | | (25,000 | ) |
| | | | | | | | | |
| NET CASH PROVIDED (USED) BY OPERATING ACTIVITIES | | | (54,198 | ) | | | (46,851 | ) |
| | | | | | | | | |
| | | | | | | | | |
| CASH FLOWS (USED) BY INVESTING ACTIVITIES: | | | | | | | | |
| Film costs | | | (1,030 | ) | | | - | |
| Production in progress | | | - | | | | (2,000 | ) |
| | | | | | | | | |
| NET CASH (USED) BY INVESTING ACTIVITIES | | | (1,030 | ) | | | (2,000 | ) |
| | | | | | | | | |
| CASH FLOWS FROM FINANCING ACTIVITIES: | | | | | | | | |
| Proceeds from loan payable – related party | | | 63,900 | | | | 18,500 | |
| Repayment of loan payable – related party | | | (10,000 | ) | | | - | |
| Proceeds from sale of common stock | | | - | | | | 12,200 | |
| | | | | | | | | |
| NET CASH PROVIDED BY FINANCING ACTIVITIES | | | 53,900 | | | | 30,700 | |
| | | | | | | | | |
| NET INCREASE (DECREASE) IN CASH | | | (1,328 | ) | | | (18,151 | ) |
| | | | | | | | | |
| CASH AT THE BEGINNING OF THE YEAR | | | 2,672 | | | | 20,823 | |
| | | | | | | | | |
| CASH AT THE END OF THE YEAR | | $ | 1,344 | | | $ | 2,672 | |
The accompanying notes are an integral part of these financial statements.
FUTURA PICTURES, INC.
STATEMENTS OF CASH FLOWS (CONTINUED)
FOR THE YEARS ENDED FEBRUARY 28, 2010 AND 2009
| | | 2010 | | | 2009 | |
| | | | | | | |
| SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION | | | | | | |
| | | | | | | |
| Interest paid | | $ | - | | | $ | - | |
| Taxes paid | | $ | 800 | | | $ | 800 | |
The accompanying notes are an integral part of these financial statements.
| NOTE 1 | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
Organization and Nature of Business
Futura Pictures, Inc. (the “Company”) was incorporated under the laws of the state of Delaware on December 10, 2003. The Company was formed to engage in the production and the co-financing of films, documentaries and similar products produced solely for the distribution directly to the domestic and international home video markets.
The Company has evaluated subsequent events through the date these financial statements were issued.
Unclassified Balance Sheet
As required by FSABASC Topic 926, the Company has elected to present an unclassified balance sheet.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make certain estimates and assumptions that affect the reported amounts and timing of revenues and expenses, the reported amounts and classification of assets and liabilities, and the disclosure of contingent assets and liabilities. These estimates and assumptions are based on the Company’s historical results as well as management’s future expectations. The Company’s actual results could vary materially from management’s estimates and assumptions.
Disclosure About Fair Value of Financial Instruments
The Company estimates that the fair value of all financial instruments at February 28, 2010 does not differ materially from the aggregate carrying values of its financial instruments recorded in the accompanying balance sheet. The estimated fair value amounts have been determined by the Company using available market information and appropriate valuation methodologies. Considerable judgment is required in interpreting market data to develop the estimates of fair value, and accordingly, the estimates are not necessarily indicative of the amounts that the Company could realize in a current market exchange.
Revenue Recognition
Sales are recognized upon shipment of videos to the customer or upon website download by the customer. The Company's products may not be returned by the customer. Accordingly, the Company has made no provision for returns.
Cash and Cash Equivalents
For purposes of the statement of cash flows, the Company considers all highly liquid debt instruments purchased with an original maturity of three months or less to be cash equivalents.
Prepaid Expenses
The Company amortizes its prepaid expenses on a straight-line basis over the period during which it will receive the underlying services.
Inventories
Inventories represent finished DVDs of the program, "The 5 Communication Secrets That Swept Obama to the Presidency", that are available for sale. They are valued at the lower of cost or market using the First-In-First-Out method of accounting. During the last quarter of fiscal year ended February 28, 2010, the Company had begun selling its product through retail distributors and other outlets through downloads from the internet. Sales are no longer being conducted form existing stock; therefore, the inventory on hands became obsolete as of February 28, 2010.
Production Costs
The Company expenses production costs as incurred when the costs are related to videos where there is no historical revenue to aid the Company in accurately forecasting revenues to be earned on the related videos.
Value of Stock Issued for Services
The Company periodically issues shares of its common stock in exchange for, or in settlement of, services. The Company’s management values the shares issued in such transactions at either the then market price of the Company’s common stock, as determined by the Board of Directors and after taking into consideration factors such as volume of shares issued or trading restrictions, or the value of the services rendered, whichever is more readily determinable.
Net Income (Loss) Per Share
The Company adopted Statement of Financial Accounting Standards No. 128 that requires the reporting of both basic and diluted earnings (loss) per share. Basic earnings (loss) per share is computed by dividing net income (loss) available to common stockholders by the weighted average number of common shares outstanding for the period. Diluted earnings (loss) per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock. In accordance with FASB 128, any anti-dilutive effects on net income (loss) per share are excluded. The Company has no potentially dilutive securities outstanding at February 28, 2010.
Income Taxes
Provisions for income taxes are based on taxes payable or refundable for the current year and deferred taxes on temporary differences between the amount of taxable income and pretax financial income and between the tax bases of assets and liabilities and their reported amounts in the financial statements. Deferred tax assets and liabilities are included in the financial statements at currently enacted income tax rates applicable to the period in which the deferred tax assets and liabilities are expected to be realized or settled as prescribed in FASB Statement No. 109, “Accounting for Income Taxes”. As changes in tax laws or rates are enacted, deferred tax assets and liabilities are adjusted through the provision for income taxes.
Recent Pronouncements
In June 2009, the Financial Accounting Standards Board (“FASB”) issued ASC Statement No. 105, the FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles (“ASC 105”). ASC 105 will become the single source authoritative nongovernmental U.S. generally accepted accounting principles (“GAAP”), superseding existing FASB, American Institute of Certified Public Accountants, Emerging Issues Task Force, and related accounting literature. ASC 105 reorganized the thousands of GAAP pronouncements into roughly 90 accounting topics and displays them using a consistent structure. Also included is relevant SEC guidance organized using the same topical structure in separate sections. The Company adopted ASC 1 05 for the financial statements ended February 28, 2010. The adoption of ASC 105 did not have an impact on the Company’s financial position or results of operations.
Additionally, there are no recently issued accounting standards with pending adoptions that the Company’s management currently anticipates will have any material impact upon its financial statements.
| NOTE 2 | SIGNIFICANT UNCERTAINTY REGARDING THE COMPANY’S ABILITY TO CONTINUE AS A GOING CONCERN AND MANAGEMENT PLANS |
The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company's current financial resources are not considered adequate to fund its planned operations. This condition raises substantial doubt about its ability to continue as a going concern. The accompanying financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.
The Company's continuation as a going concern currently is dependent upon timely procuring significant external debt and/or equity financing to fund its immediate and near-term operations, and subsequently realizing operating cash flows from sales of its film products sufficient to sustain its longer-term operations and growth initiatives, including its desired marketing and new potential film screenplays.
| NOTE 3 | DEVELOPMENT STAGE OPERATIONS |
During the year ended February 28, 2010, the Company began sales of its DVD, “The 5 Communication Secrets That Swept Obama to the Presidency”. Accordingly, the Company is no longer considered to be in the Development Stage.
On August 12, 2009, the Company signed an agreement with Gaiam America, licensing them the distribution rights to "The Five Secrets of Communication That Swept Obama to the Presidency." Under the terms of the agreement, Gaiam America will distribute the DVD throughout the world to the non-educational market. Further, pursuant to the agreement the Company received the $15,000 advance on September 14, 2009. Sales of the DVD under the Gaiam America distribution agreement commenced during the last quarter of fiscal 2010.
| NOTE 5 | RELATED PARTY TRANSACTION |
Prepaid Loan Commitment
On February 16, 2005, the Company’s President, Buddy Young, accepted an unsecured promissory note from the Company and agreed to lend up to $100,000 to the Company to fund any cash shortfalls through December 31, 2010. The note bears interest at 8% and is due upon demand, no later than June 30, 2011. The outstanding balance was $73,357 as of February 28, 2010.
Consulting Agreement
During September 2007, the Company entered into a consulting agreement (the “contract”) with Calvin Young, brother to the Company’s President, Buddy Young, whereby Calvin Young provides the Company consulting services in relation to the development of a script under the Agreement noted in Note 5. Per the contract, the Company paid Calvin Young a monthly fee. For the years ended February 28, 2010 and February 29, 2009, the Company’s payments totaled $-0- and $2,000, respectively, under this contract. The balance of $13,000 was written off to Production Costs in connection to the cancellation of the above Agreement.
| NOTE 7 | STOCKHOLDERS’ DEFICIT |
For the years ended February 28, 2010 and February 29, 2009, the Company’s President devoted time to the development process of the Company. Compensation expense totaling $41,600 has been recorded in each year. Of this amount, the President was paid $-0- and $16,050 during the years ended February 28, 2010 and February 29, 2009, respectively. The President has waived reimbursement of $41,600 and $25,550 during the years ended February 28, 2010 and February 29, 2009, respectively, and, accordingly, the amounts have been recorded as a contribution to capital.
Deferred Tax Components
Significant components of the Company’s deferred tax assets are as follows at February 28, 2010:
| Net operating loss carry-forward | | $ | 37,700 | |
| Less valuation allowance | | | (37,700 | ) |
| Net deferred tax assets | | $ | 0 | |
| | | | | |
| Summary of valuation allowance: | | | | |
| | | | | |
| Balance, March 1, 2009 | | $ | 32,200 | |
| Addition for the year ended February 28, 2010 | | | 5,500 | |
| Balance, February 28, 2010 | | $ | 37,700 | |
In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment.
Net Operating Loss
The Company has approximately $160,000 net operating loss carry-forwards, which expire in various years through 2030.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None
Item 9A(T). Controls and Procedures
DISCLOSURE CONTROLS AND PROCEDURES
We carried out an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of February 28, 2010 (the "Evaluation Date"). This evaluation was carried out under the supervision and with the participation of Buddy Young, who serves as both our Chief Executive Officer and Chief Financial Officer. Based upon that evaluation, Mr. Young concluded that our disclosure controls and procedures were not effective as of the Evaluation Date as a result of the material weakness in internal control over financial reporting discussed below.
Disclosure controls and procedures are those controls and procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act are recorded, processed, summarized and reported within the time periods specified in the SEC'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.
The Company is managed and operated on a daily basis by Buddy Young, who acts as our Chief Executive Officer and Chief Financial Officer. We have no segregation of duties and Mr. Young has no background in SEC reporting and disclosure requirements. We engage an outside consultant to assist us in preparing our filings with the SEC but acknowledge that although this improves our reporting and disclosure, it does not cure this material weakness. Once operations increase and generate sufficient cash flows, we plan on developing processes and procedures to improve our controls and procedures.
Notwithstanding the assessment that our internal control over financial reporting was not effective and that there was a material weakness as identified above, for our year ended February 28, 2010, we believe that our financial statements contained in this report our the year ended February 28, 2010 accurately present our financial condition, results of operations and cash flows in all material respects.
CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING
As of the Evaluation Date, there were no changes in our internal control over financial reporting that occurred during the year ended February 28, 2010 that have materially affected, or that are reasonably likely to materially affect, our internal control over financial reporting.
LIMITATIONS ON THE EFFECTIVENESS OF CONTROLS AND PROCEDURES
Our management, including Buddy Young our Chief Executive Officer and the Chief Financial Officer, do not expect that our controls and procedures will prevent all potential errors or fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.
Item 9B. Other Information
None
PART III
Item 10. Directors, Executive Officers, Promoters and Control Persons; Compliance with Section 16(a) of the Exchange Act.
| Age | Position |
| | | |
| Buddy Young | 74 | President, Chief Executive Officer, Chief Financial Officer and Chairman |
| | | |
| Joseph Adelman | 75 | Vice President and Director |
| | | |
| Mel Powell | 45 | Secretary and Director |
| | | |
| Dennis Spiegelman | 61 | Director |
Buddy Young has served as president, chief executive officer, chief financial officer and chairman of the board of directors of Futura Pictures, Inc. since its inception in December 2003. From June 2000, until December 2006, he has served as an officer and director of Dematco, Inc., (f.k.a. Advanced Media Training), a company that produced and distributed management and general workforce training products. Prior to that Mr. Young served as a director and chief executive officer of a number of firms including, MGPX Ventures, Inc., now known as Contango Oil & Gas, Bexy Communications, Inc., now known as Cheniere Energy, and Color Systems Technology, Inc. Prior to joining Color Systems, Mr. Young served as Director of West Coast Advertising and Publicity for United Artis ts Corporation, as well Director of Worldwide Advertising and Publicity for Columbia Pictures Corp and Vice President of Worldwide Advertising and Publicity for MCA/Universal Pictures, Inc. For over forty-five years, Mr. Young has been an active member of The Academy of Motion Picture Arts and Sciences and has served on a number of industry-wide committees.
Joseph Adelman has served as an officer and director of Futura Pictures since December 2004. Since 1991 he has served as the Chief Executive Officer of International Entertainment Enterprises, a leading independent sales and business representative for United States and international producers and owners of feature films, documentaries and children’s animation. He started his entertainment industry career in 1958 when he joined the New York legal department at United Artists Corp. In 1962 he moved to Los Angeles where he assumed the position of Vice-President, West Coast Business Affairs for United Artists. From 1977 to 1979 Mr. Adelman served as the Chief Operating Officer of the Association of Motion Picture & Te levision Producers, where his responsibilities included negotiating on behalf of the major motion picture companies with Hollywood labor unions and with government regulatory agencies.
From 1979 to 1983, he served as Vice President of Business Affairs at Paramount Pictures supervising all of the feature film production and distribution negotiations with producers, directors, writers, stars, and composers.
Mr. Adelman is a graduate of New York University and Harvard law School, and a member of the Bar in both California and New York. He is currently a member of the Executive Branch of the Academy of Motion Picture Arts and Sciences, and the National Association of Television Programming Executives.
Mel Powell has served as a director since December 2004. Mr. Powell brings a background in law, writing, and marketing to the Company. He attended Yale as an undergraduate, and graduated from UCLA Law School in 1988. Mr. Powell is a member of the California Bar Association, and practiced family law from 1988 through 1992 at the Los Angeles based law firm of Trope & Trope. Additionally, since June 2000, he has served as an officer and director of Advanced Media Training. Since 1992, Mr. Powell has been self-employed through his privately held company, Breakaway Entertainment. During his time at Breakaway, he has written feature screenplays, teleplays, radio screenplays for Premiere Radio Networks, and screenplays for corporate training videos. Additionally, he is an independent associate with Pre-Paid Legal Services, Inc., a company that provides legal services to middle- and lower-income individuals and families, as well as providing legal and other consultation services to small businesses. He is a member of the Sherman Oaks, CA, Chamber of Commerce and the State Bar of California.
Dennis Spiegelman has served as a director of Futura Pictures since December 2004. Mr. Spiegelman is an experienced sales and marketing executive with a successful track record in many aspects of the entertainment industry. From June 2000, until December 2006, he served as an officer and director of Advanced Media Training. He is currently senior vice president of worldwide sales for Axium Entertainment, a privately held technology and financial services provider to the entertainment industry. Prior to rejoining Axium in 2004 he served as vice president of sales and marketing at Cast & Crew Entertainment Services, Inc., a position he accepted in April 1998. From 1995 to April 1998, Mr. Spiegelman was the vice president of sales and marketing for Axium Entertainment, Inc. Both Cast & Crew and Axium specialize in providing pa yroll and payroll related services to the motion picture and television entertainment industries. Before joining Axium, he held similar positions with AP Services, Inc. and IDC Entertainment Services. During his career of more than 25 years, Mr. Spiegelman has held various other senior positions, including director of operations at Heritage Entertainment, and president and director of All American Group, Inc. While at these companies, Mr. Spiegelman was mainly responsible for the sale of feature films to foreign theatrical, video, and television markets.
Directors are elected in accordance with our bylaws to serve until the next annual stockholders meeting and until their successors are elected and qualified or until their earlier resignation or removal.
Officers are elected by the board of directors and hold office until the meeting of the board of directors following the next annual meeting of stockholders and until their successors shall have been chosen and qualified. Any officer may be removed, with or without cause, by the board of directors. Any vacancy in any office may be filled by the board of directors.
There is no family relationship between any director or executive officer of Futura Pictures.
Item 11. Executive Compensation
| Name | Year | Salary | Bonus | Other Annual Compensation | Restricted Stock Awards | Securities Underlying Options/ SARS | LTIP Payouts | All Other Compensation |
Buddy Young | 2008 2009 2010 | -0- -0- -0- | -0- -0- -0- | -0- $16,050 -0- | -0- -0- -0- | -0- -0- -0- | -0- -0- -0- | (1) (3) |
Mel Powell | 2008 2009 2010 | -0- -0- -0- | -0- -0- -0- | -0- -0- -0- | -0- -0- -0- | -0- -0- -0- | -0- -0- -0- | (1) (2) |
Joseph Adelman | 2008 2009 2010 | -0- -0- -0- | -0- -0- -0- | -0- -0- -0- | -0- -0- -0- | -0- -0- -0- | -0- -0- -0- | (1) (2) |
Dennis Spiegelman | 2008 2009 2010 | -0- -0- -0- | -0- -0- -0- | -0- -0- -0- | -0- -0- -0- | -0- -0- -0- | -0- -0- -0- | (1) (2) |
(1) All officers and directors assumed their positions in January 2004.
(2) Each received 10,000 shares in January, 2004 in exchange for services to the Company.
(3) For the years ended February 28, 2010 and February 28, 2009, Mr. Young devoted time to the development process of the Company. Compensation expense totaling $41,600 has been recorded in each year. Of this amount, Mr. Young was paid $-0- and $16,050 during the years ended February 28, 2010 and February 28, 2009, respectively. Mr. Young has waived reimbursement of $41,600 and $25,550 during the years ended February 28, 2010 and February 28, 2009, respectively.
EMPLOYMENT AND CONSULTING AGREEMENTS
We do not have any employment or consulting agreements with any of our executive officers.
OPTION/SAR GRANTS
We have not granted any options or stock appreciation rights to any of our executive officers or employees.
AGGREGATED OPTION/SAR EXERCISES
Since we have never granted any options or stock appreciation rights to any of our executive officers or employees, none exist to be exercised.
COMPENSATION OF DIRECTORS
Other than the issuance of common stock as described above, directors of the Company have not and do not receive any compensation for serving on the board or for attending any meetings. Directors who are also officers of the Company receive no additional consideration for their service as a director.
Item 12. Security Ownership of Certain Beneficial Owners and Management
The following table sets forth information about the beneficial ownership of our outstanding common stock by each person beneficially owning more than 5% of the shares, by each of our directors and officers, and by all of our directors and officers as a group. The table shows the number and percentage of shares held by each person as of February 28, 2010. The address of each person listed in the table is 17337 Ventura Boulevard, Suite 305, Encino, California 91316.
Name and Address | | Number of Shares Owned | | | Percentage of Class Owned | |
| | | | | | | |
| Young Family Trust | | | 1,190,000 | (1) | | | 74.39 | % |
| | | | | | | | | |
| Buddy Young and Rebecca Young | | | 1,190,000 | (1) | | | 74.39 | % |
| | | | | | | | | |
| Joseph Adelman | | | 10,000 | | | | 0.63 | % |
| | | | | | | | | |
| Mel Powell | | | 10,000 | | | | 0.63 | % |
| | | | | | | | | |
| Dennis Spiegelman | | | 10,000 | | | | 0.63 | % |
| | | | | | | | | |
| All officers and directors as a group (5 persons) | | | 1,220,000 | | | | 76.28 | % |
_______________
| (1) | All of the shares beneficially owned by the Young Family Trust are also beneficially owned by Buddy Young and Rebecca Young, who, as co-trustees of the Trust, share voting and investment power over the shares. Buddy Young is a director and executive officer of Futura Pictures |
Item 13. Certain Relationships and Related Transactions
We have an agreement with our President and majority shareholder to borrow up to $100,000 at 8% interest through December 31, 2010. Repayment is to be made when funds are available with the balance of principal and interest due June 30, 2011. Through February 28, 2010, the Company has borrowed a total of $73,357 under this agreement. On February 16, 2005, the Company paid Mr. Young 190,000 shares of the Company’s common stock with an aggregate value of $19,000 for the loan commitment.
We currently use at no cost office space provided to us by our president located at 17337 Ventura Boulevard, Suite 305, Encino, California 91316. We handle all administrative matters from his office.
The promoters of the Company consist of the following founding shareholders, all of whom received their stock in January, 2004. Buddy Young formed the Company with a capital contribution of $10,000 in exchange for 1,000,000 shares. Mr. Young had those shares issued to the Young Family Trust. Mr. Young and his wife are beneficiaries and trustees of the Young Family Trust. In addition, the Young Family Trust received an additional 190,000 shares in exchange for Mr. Young’s commitment to provide certain financing to the Company. Joseph Adelman, Dennis Spiegelman, and Mel Powell, each received 10,000 shares for services rendered to the Company.
Item 14. Principal Accounting Fees and Services
AUDIT FEES
The aggregate fees billed for professional services rendered by our principal accountants for the audit of our financial statements and for the reviews of the financial statements included in our annual report on Form 10-K and 10-Qs respectively, and for other services normally provided in connection with statutory filings were $16,000 and $19,475, respectively, in the years ended February 28, 2010 and February 28, 2009.
TAX FEES
The aggregate fees billed by our auditors for tax compliance matters were $865 and $825 in the fiscal years ended February 28, 2010 and February 28, 2009.
ALL OTHER FEES
We did not incur any fees for other professional services rendered by our independent auditors during the years ended February 28, 2010 and February 28, 2009.
Item 15. Exhibits, Financial Statement Schedules.
The following documents are included or incorporated by reference as exhibits to this report:
31.1 Certification of CEO Pursuant to Securities Exchange Act Rules 13a-14 and 15d-14, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted 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.
FUTURA PICTURES, INC.
By: /s/ Buddy Young
Buddy Young
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
| Name | Title | Date |
| | | |
/s/ Buddy Young Buddy Young | President, Chief Executive Officer, Chief Financial Officer and Director (Principal Executive, Financial and Accounting Officer) | May 25, 2010 |
| | | |
/s/ Joseph Adelman | Director | May 25, 2010 |
| Joseph Adelman | | |
| | | |
| | | |
/s/ Mel Powell | Director | May 25, 2010 |
| Mel Powell | | |
| | | |
| | | |
/s/ Dennis Spiegelman | Director | May 25, 2010 |
| Dennis Spiegelman | | |
