August
17, 2005
Mail Stop 3561
Buddy Young, President
Futura Pictures, Inc.
17337 Ventura Boulevard, Suite 208
Encino, California 91316
Re: Futura Pictures, Inc.
File No. 333-123611
Registration Statement on Form SB-2
Amendment no. 1
Filed July 15, 2005
Dear Mr. Young:
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
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not 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.
Prospectus cover page
1. Please clarify the "public market" where your securities may be
listed.
Risk Factors, page 5
2. We understand that Futura will terminate the offering when its
securities are listed on a public market. If appropriate, please
add
a risk factor discussing the risk of nominal proceeds which may
result from an early termination of the offering.
3. Please revise the subheading of the fourth risk factor to
summarize the risk discussed in the text of the risk factor.
4. Please tell us why you have included a risk factor entitled
"Blank
Check Companies." This prospectus section should discuss only
material risks. If appropriate, please relocate this disclosure
later in your filing, or revise to discuss a material risk.
Use of proceeds, page 8
5. Please disclose, if true, that $45,000 of the $60,000 offering
expenses would be payable to Mr. Albright, who is your promoter
and
director.
Market for Common Equity, page 9
6. Please clarify the time table for seeking listing on a
securities
market following effectiveness of the Form SB-2. Do you intend to
seek listing promptly after effectiveness, or do you intend to
wait a
period of time? If you intend to wait a period of time, please
disclose that period.
7. The next to last paragraph says the offering will automatically
terminate once Futura`s securities are "listed and publicly
traded."
Your cover page simply refers to the listing of your securities in
a
public market. Please reconcile these disclosures as appropriate.
Please disclose this termination event in your "Plan of
Distribution."
Plan of Operation, page 17
8. We reissue comment 16 of our last letter. You should describe
the
nature and extent of your activities assuming various levels of
funding from this offering and taking into account your known cash
resources. Please note that the disclosure should address the 12
month period following effectiveness of the Form SB-2.
9. We reissue comment 17 of our last letter.
10. You indicate Futura may engage in a private offering of
securities, in addition to the registered offering. A private
offering of securities that occurs close in time to a registered
securities offering raises the issue of offering "integration."
Also, the public offering under the registration statement may be
considered general solicitation in any private offering. Please
tell
us the steps you will take to ensure the private offering will not
be
integrated with the registered offering and the registered
offering
will not constitute general solicitation for the private offering.
11. Your disclosure indicates that, if funding from the registered
offering is limited, Future "may seek" to raise funds in a private
offering or through debt financing. Please explain the
circumstances
under which you would seek additional funding and the
circumstances
under which you would not seek additional funding.
12. Please explain the reference to "other appropriate information
concerning the company" and tell us the time frame for providing
this
information in relation to effectiveness of the Form SB-2
registration statement.
13. In the third paragraph, please clarify the "above mentioned
activities".
14. Please file the $100,000 loan agreement and promissory note as
exhibits to the registration statement.
Liquidity and Capital Resources, page 13
15. Please provide the disclosure required by Regulation S-B Item
303(a)(1)(i) based on known cash resources and, in addition, those
resources plus varying amounts of offering proceeds.
Business, page 14
16. As previously requested by comment 21 of our last letter,
please
disclose the principal terms of the option agreements.
Description of Property, page 19
17. Part II of the registration statement indicates that Futura
will
pay legal fees of $45,000 in connection with the offering. Please
reconcile with the disclosure in the second paragraph under this
heading.
Plan of Distribution, page 26
18. Under Rule 415, your offering is required to begin "promptly"
after effectiveness of the Form SB-2. Please tell us how your
offering will satisfy this requirement, if you do not plan to
commence the state registration process until after the Form SB-2
becomes effective.
Statements of Operations, page F-12
19. Refer to prior comment 40. We note no revision to the
earnings
per share disclosures on page F-12. It appears the computation of
the company`s loss per share should be based on the period from
commencement of operation on January 5, 2005 through the year-end,
February 28, 2005. Please provide us with a supplemental schedule
supporting the calculation of the weighted average number of
common
shares outstanding for all periods presented.
Exhibit 5
20. Please have counsel revise the legality opinion to indicate
that
it opines upon Delaware law including the statutory provisions,
all
applicable provisions of the Delaware Constitution and all
reported
judicial decisions interpreting those laws.
Exhibit 23.1
21. You are reminded that a currently dated consent of the
independent accountants with typed signature should be included in
any amendment to the registration statement. In this regard, the
consent in Exhibit 23.1 should not refer to incorporation by
reference because the auditors report is filed within the
registration statement. Please revise.
Closing Comments
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 provide any requested supplemental 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 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.
Please contact Maureen Bauer at (202) 551-3237 with any
questions regarding accounting issues and you may contact Janice
McGuirk at (202) 551-3395 with any other questions.
Sincerely,
John Reynolds, Assistant Director
Office of Emerging Growth Companies
cc: L. Stephen Albright, Esq.
Via fax
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Futura Pictures, Inc.
August 17, 2005
Page 1