U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) [X] Quarterly Report under Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended August 31, 2008 [_] Transition Report under Section 13 or 15(d) of the Exchange Act for the Transition Period from ________ to ___________ Commission File Number: 333-123611 FUTURA PICTURES, INC. (Exact name of small business issuer as specified in its charter) Delaware 56-2495218 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 17337 Ventura Boulevard, Suite 208 Encino, California 91316 Issuer's Telephone Number: (818) 784-0040 (Address and phone number of principal executive offices) Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or 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 [_] Check whether the issuer is a "shell company" as defined in Rule 12b-2 of the Securities Exchange Act of 1934. Yes [ ] No [X] As of August 31, 2008 the issuer had of 1,599,750 shares of common stock outstanding. There currently is no public market for the Company's Stock. Traditional Small Business Disclosure Format (check one) Yes [_] No [X] INDEX TO QUARTERLY REPORT ON FORM 10-Q PAGE ---- PART I FINANCIAL INFORMATION Item 1. Financial Statements (Unaudited) 3 Condensed Balance Sheets August 31, 2008 and February 28, 2008 4 Condensed Statements of Operations For the Three- and Six-Month Periods Ended August 31, 2008 and 2007 5 Condensed Statements of Stockholders' Deficit For the Period from December 31, 2003 (Date Of Inception) to August 31, 2008 6 Condensed Statements of Cash Flows For the Six Months Ended August 31, 2008 and 2007 8 Notes to Financial Statements 10 Item 2. Management's Discussion and Analysis or Plan of Operation 15 Item 3. Quantitative and Qualitative Disclosures About Market Risk 20 Item 4. Controls and Procedures 20 PART II OTHER INFORMATION Item 1. Legal Proceedings 21 Item 2. Changes in Securities and Use of Proceeds 21 Item 3. Defaults upon Senior Securities 21 Item 4. Submission of Matters to a Vote of Security Holders 21 Item 5. Other Information 21 Item 6. Exhibits 21 Signatures 22 2 PART I FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS (Financial Statements Commence on Following Page) 3 FUTURA PICTURES, INC. (A DEVELOPMENT STAGE COMPANY) CONDENSED BALANCE SHEETS AUGUST 31, 2008 FEBRUARY 29, (UNAUDITED) 2008 --------- --------- ASSETS Cash ........................................... $ 29,539 $ 20,823 Prepaid expenses ............................... -- 1,000 --------- --------- TOTAL ASSETS .............................. $ 29,539 $ 21,823 ========= ========= LIABILITIES Accrued expenses ............................... $ 6,742 $ 3,737 Unearned revenue ............................... 50,000 25,000 Accrued interest - related party ............... 50 12 Loan payable - related party ................... 957 957 --------- --------- TOTAL LIABILITIES ......................... 57,749 29,706 STOCKHOLDERS' DEFICIT Common stock, par value $0.0001 per share Authorized - 100,000,000 shares Issued and outstanding - 1,599,750 shares and 1,538,750 shares, respectively ........ 160 154 Additional paid-in capital ..................... 239,740 217,396 Deficit accumulated during the development stage (268,110) (225,433) --------- --------- TOTAL STOCKHOLDERS' DEFICIT ............... (28,210) (7,883) --------- --------- TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $ 29,539 $ 21,823 ========= ========= The accompanying notes are an integral part of these financial statements. 4 FUTURA PICTURES, INC. (A DEVELOPMENT STAGE COMPANY) CONDENSED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) FOR THE PERIOD FROM DECEMBER 10, 2003 (DATE OF INCEPTION) TO AUGUST 31, 2008 (UNAUDITED) FROM DECEMBER FOR THE THREE FOR THE SIX 10, 2003 MONTHS ENDED MONTHS ENDED (DATE OF -------------------------- -------------------------- INCEPTION) AUGUST 31, AUGUST 31, AUGUST 31, AUGUST 31, TO AUGUST 31, 2008 2007 2008 2007 2008 ----------- ----------- ----------- ----------- ----------- DEVELOPMENT STAGE EXPENSES Selling, general and administrative .. $ 15,510 $ 15,346 $ 39,877 $ 35,238 $ 246,110 Research and development expense ..... -- -- 2,000 -- 13,000 Directors' fees, non-cash compensation -- -- -- -- 5,000 ----------- ----------- ----------- ----------- ----------- TOTAL DEVELOPMENT STAGE EXPENSES . 15,510 15,346 41,877 35,238 264,110 ----------- ----------- ----------- ----------- ----------- (LOSS) BEFORE INCOME TAXES ................ (15,510) (15,346) (41,877) (353,238) (264,110) Income tax expense ................... -- -- 800 800 4,000 ----------- ----------- ----------- ----------- ----------- NET (LOSS) ................................ $ (15,510) $ (15,346) $ (42,677) $ (36,038) $ (268,110) =========== =========== =========== =========== =========== NET (LOSS) PER COMMON SHARE Basic and diluted .................... $ (0.01) $ (0.01) $ (0.03) $ (0.03) $ (0.20) =========== =========== =========== =========== =========== WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING Basic and diluted .................... 1,599,750 1,414,908 1,595,837 1,387,402 1,356,413 =========== =========== =========== =========== =========== 5 DEFICIT ACCUMULATED TOTAL COMMON STOCK ADDITIONAL DURING THE STOCKHOLDERS' --------------------------- PAID-IN DEVELOPMENT EQUITY SHARES AMOUNT CAPITAL STAGE (DEFICIT) ------------ ------------ ------------ ------------ ------------ Issuance of common stock for cash - January 9, 2005 . 1,000,000 $ 100 $ 9,900 $ -- $ 10,000 Issuance of common stock for directors' fees - January 9, 2005 ........ 50,000 5 4,995 -- 5,000 Issuance of common stock for loan commitment - related party - February 16, 2005 ...... 190,000 19 18,981 -- 19,000 Issuance of common stock for screenplay options - February 28, 2005 ...... 10,000 1 999 -- 1,000 Net (loss) for the year ended February 28, 2005 ...... -- -- -- (5,852) (5,852) ------------ ------------ ------------ ------------ ------------ Balance, February 28, 2005 .. 1,250,000 $ 125 $ 34,875 $ (5,852) $ 29,148 ------------ ------------ ------------ ------------ ------------ Contributed services ........ -- -- 41,600 -- 41,600 Net (loss) for the year ended February 28, 2006 ...... -- -- -- (78,776) (78,776) ------------ ------------ ------------ ------------ ------------ Balance, February 28, 2006 .. 1,250,000 $ 125 $ 76,475 $ (84,628) $ (8,028) ------------ ------------ ------------ ------------ ------------ Issuance of common stock for cash ................... 102,750 10 20,540 -- 20,550 6 DEFICIT ACCUMULATED TOTAL COMMON STOCK ADDITIONAL DURING THE STOCKHOLDERS' --------------------------- PAID-IN DEVELOPMENT EQUITY SHARES AMOUNT CAPITAL STAGE (DEFICIT) ------------ ------------ ------------ ------------ ------------ Contributed services ........ -- -- 41,600 -- 41,600 Net (loss) for the year ended February 28, 2007 ...... -- -- -- (65,231) (65,231) ------------ ------------ ------------ ------------ ------------ Balance, February 28, 2007 .. 1,352,750 $ 135 $ 138,615 $ (149,859) $ (11,109) ------------ ------------ ------------ ------------ ------------ Issuance of common stock for cash ................... 186,000 19 37,181 -- 37,200 Contributed services ........ -- -- 41,600 -- 41,600 Net (loss) for the year ended February 29, 2008 -- -- -- (75,574) (75,574) ------------ ------------ ------------ ------------ ------------ Balance, February 29, 2008 .. 1,538,750 154 217,396 (225,433) (7,883) ------------ ------------ ------------ ------------ ------------ Issuance of common stock for cash ................... 61,000 6 12,194 -- 12,200 Contributed services ........ -- -- 10,150 -- 10,150 Net (loss) for the six months ended August 31, 2008 .. -- -- -- (42,677) (42,677) ------------ ------------ ------------ ------------ ------------ Balance, August 31, 2008 .... 1,599,750 $ 160 $ 239,740 $ (268,110) $ (28,210) ============ ============ ============ ============ ============ 7 FUTURA PICTURES, INC. (A DEVELOPMENT STAGE COMPANY) CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED) FROM DECEMBER FOR THE SIX 10, 2003 MONTHS ENDED (DATE OF -------------------------- INCEPTION) AUGUST 31, AUGUST 31, TO AUGUST 31, 2008 2007 2008 ----------- ----------- ----------- CASH FLOWS FROM OPERATING ACTIVITIES: Net (loss) ....................................... $ (42,677) $ (36,038) $ (268,110) Adjustments to reconcile net (loss) to net cash (used) by operating activities: Common stock issued for directors' fees .... -- -- 5,000 Contributed services ....................... 10,150 20,800 134,950 Amortization expense ....................... -- -- 20,000 Changes in operating assets and liabilities: Prepaid expenses ...................... 1,000 -- -- Accrued expenses ...................... 3,043 2,785 6,792 Unearned revenue ...................... 25,000 -- 50,000 ----------- ----------- ----------- NET CASH (USED) BY OPERATING ACTIVITIES ....... (3,484) (12,453) (51,368) ----------- ----------- ----------- CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from loan payable - related party ....... -- -- 11,500 Repayments on loan payable - related party ....... -- -- (10,543) Proceeds from sale of common stock ............... 12,200 17,200 79,950 ----------- ----------- ----------- NET CASH PROVIDED BY FINANCING ACTIVITIES ...... 12,200 17,200 80,907 ----------- ----------- ----------- NET INCREASE (DECREASE) IN CASH ....................... 8,716 4,747 29,539 CASH AT THE BEGINNING OF THE PERIOD ................... 20,823 5,151 -- ----------- ----------- ----------- CASH AT THE END OF THE PERIOD ......................... $ 29,539 $ 9,898 $ 29,539 =========== =========== =========== 8 FUTURA PICTURES, INC. (A DEVELOPMENT STAGE COMPANY) CONDENSED STATEMENTS OF CASH FLOWS (CONTINUED) (UNAUDITED) FROM DECEMBER FOR THE SIX 10, 2003 MONTHS ENDED (DATE OF -------------------------- INCEPTION) AUGUST 31, AUGUST 31, TO AUGUST 31, 2008 2007 2008 ----------- ----------- ----------- SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION Interest paid ............................... $ -- $ -- $ -- Taxes paid .................................. $ 800 $ 800 $ 3,371 SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: Issuance of 50,000 shares of common stock for directors' fees ............................. $ -- $ -- $ 5,000 Issuance of 190,000 shares of common stock for loan commitment ......................... $ -- $ -- $ 19,000 Issuance of 10,000 shares of common stock for screenplay options .......................... $ -- $ -- $ 1,000 9 FUTURA PICTURES, INC. (A DEVELOPMENT STAGE COMPANY) CONDENSED NOTES TO FINANCIAL STATEMENTS (UNAUDITED) 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 motion pictures whose production budgets are estimated to range between $500,000 and $1,500,000, produced solely for the distribution directly to the domestic and international home video markets. PRESENTATION The interim financial statements of the Company are condensed and do not include some of the information necessary to obtain a complete understanding of the financial data. Management believes that all adjustments (consisting of only normal recurring adjustments, unless otherwise noted) necessary for a fair presentation of results have been included in the unaudited financial statements for the interim period presented. Operating results for the six months ended August 31, 2008 are not necessarily indicative of the results that may be expected for the year ended February 28, 2009. Accordingly, your attention is directed to footnote disclosures found in the February 29, 2008 Annual Report and particularly to Note 1, which includes a summary of significant accounting policies. UNCLASSIFIED BALANCE SHEET In accordance with the provisions of AICPA Statement of Position 00-2, "ACCOUNTING BY PRODUCERS OR DISTRIBUTORS OF FILMS", 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 10 FUTURA PICTURES, INC. (A DEVELOPMENT STAGE COMPANY) CONDENSED NOTES TO FINANCIAL STATEMENTS (CONTINUED) (UNAUDITED) 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. RECENT PRONOUNCEMENTS In May 2008, the FASB issued SFAS No. 162, "The Hierarchy of Generally Accepted Accounting Principles" ("SFAS No. 162"). SFAS No. 162 identifies the sources of accounting principles and the framework for selecting the principles to be used in the preparation of financial statements presented in conformity with generally accepted accounting principles in the United States of America. SFAS No. 162 will be effective 60 days following the SEC's approval of the Public Company Accounting Oversight Board (PCAOB) amendments to AU Section 411, "The Meaning of, Present fairly in conformity with generally accepted accounting principles". The Company does not believe the implementation of SFAS No. 162 will have a material impact on its consolidated financial statements. In February 2007, the FASB issued SFAS No. 159, "The Fair Value Option for Financial Assets and Financial Liabilities," which permits entities to choose to measure many financial instruments and certain other items at fair value. SFAS No. 159 also includes an amendment to SFAS No. 115, "Accounting for Certain Investments in Debt and Equity Securities" which applies to all entities with available-for-sale and trading securities. This Statement is effective as of the beginning of an entity's first fiscal year that begins after November 15, 2007. The Company's adoption of SFAS No. 159 did not have a material impact on its consolidated financial statements. In September 2006, the FASB issued SFAS No. 157, "Fair Value Measurements." The Statement defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles and expands disclosures about fair value measurements, and does not require any new fair value measurements. This Statement applies under other accounting pronouncements that require or permit fair value measurements. The Statement is effective for the fiscal years beginning after November 15, 2007. The Company adopted the provisions of SFAS No. 157 for the financial assets and liabilities recognized at fair value on a recurring and non-recurring basis effective March 1, 2008. FSP No. 157-2 delays the effective date of FAS Statement No. 157 for nonfinancial assets and nonfinancial liabilities. 11 FUTURA PICTURES, INC. (A DEVELOPMENT STAGE COMPANY) CONDENSED NOTES TO FINANCIAL STATEMENTS (CONTINUED) (UNAUDITED) The adoption of SFAS No. 157 did not have a material impact on the Company's consolidated 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 As of August 31, 2008, the Company was in the development stage of operations. According to the Financial Accounting Standards Board of the Financial Accounting Foundation, a development stage Company is defined as a company that devotes most of its activities to establishing a new business activity. In addition, planned principal activities have not commenced, or have commenced and have not yet produced significant revenue. NOTE 4 UNEARNED REVENUE On December 27, 2007, the Company entered into a Production Agreement (the "Agreement") with the Hathaway Group to develop and produce a one hour television documentary (the "Project"). The material terms of the 12 FUTURA PICTURES, INC. (A DEVELOPMENT STAGE COMPANY) CONDENSED NOTES TO FINANCIAL STATEMENTS (CONTINUED) (UNAUDITED) Agreement are: (a) the Company will receive $150,000 as total compensation for writing, shooting, producing, editing, and in all respects completing the Project in accordance with standard television broadcast specifications; (b) upon signing the Agreement, the Company received the initial payment of $25,000 (recorded as Deferred Revenue in the accompanying balance sheet), with the balance to be paid in accordance with the Agreement's materials delivery schedule; (c) the Company shall supervise and be responsible for the entire production work, and shall arrange and pay for all materials and labor required to complete the Project; and, (d) the Company shall submit a script for the Project no later than June 30, 2008, for review and approval, and complete the Project no later than December 31, 2008. During June 2008, the Company submitted the script to the Hathaway Group in accordance with the Agreement and received an additional $25,000 payment in July 2008. NOTE 5 RELATED PARTY TRANSACTION 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, 2008. The note bears interest at 8% and is due upon demand, no later than June 30, 2009. The outstanding balance was $957 as of August 31, 2008. CONSULTING AGREEMENT During September 2007, the Company entered into a consulting agreement with Calvin Young, brother to the Company's President, Buddy Young, whereby Calvin Young provides the Company consulting services in relation to the research and development of new documentaries. Per the agreement, the Company paid Calvin Young $2,000 per month and the term is six months. For the six months ended August 31, 2008, the Company's expense was $2,000 under this agreement. NOTE 6 STOCKHOLDERS' DEFICIT For the six months ended August 31, 2008 and 2007, the Company's President devoted time to the development process of the Company. 13 FUTURA PICTURES, INC. (A DEVELOPMENT STAGE COMPANY) CONDENSED NOTES TO FINANCIAL STATEMENTS (CONTINUED) (UNAUDITED) Compensation expense totaling $20,800 has been recorded in each period. Of this amount, the President was paid $10,650 and $-0- during the six months ended August 31, 2008 and 2007, respectively. The President has waived reimbursement of $10,150 and $20,800 during the six months ended August 31, 2008 and 2007, respectively. 14 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF 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 containing 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. 15 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. SELECT FINANCIAL INFORMATION FOR THE THREE FOR THE SIX MONTHS ENDED MONTHS ENDED -------------------------- -------------------------- AUGUST 31, AUGUST 31, AUGUST 31, AUGUST 31, 2008 2007 2008 2007 ----------- ----------- ----------- ----------- Statement of Operations Data Total Revenue .................. $ -- $ -- $ -- $ -- Operating Loss ................. $ (15,510) $ (15,346) $ (41,877) $ (35,238) Net loss after taxes ........... $ (15,510) $ (15,346) $ (42,677) $ (36,038) Net loss per share ............. $ (0.01) $ (0.01) $ (0.03) $ (0.03) Balance Sheet Data Total assets ................... $ 29,539 $ 9,898 $ 29,539 $ 9,898 Total liabilities .............. $ 57,749 $ 19,045 $ 57,749 $ 19,045 Stockholders' equity (deficit) . $ (28,210) $ (9,147) $ (28,210) $ (9,147) THREE-MONTH PERIOD ENDED AUGUST 31, 2008 COMPARED TO THREE-MONTH PERIOD ENDED AUGUST 31, 2007 GENERAL The Company was incorporated on December 10, 2003. We had no operations until fiscal 2005. On January 19, 2005 we acquired an option on a screenplay entitled CASS & KARRI, written by Don Tsuchiyama. The plot revolves around two mismatched young women, both accomplished thieves, who are hired to steal a high-tech "invisibility" suit. The intrigue is whether the people who hired them are the good guys they claim to be or is something far more devious and dangerous behind this caper? The two women, despite mutual disgust for each other, need to figure it out to save their skins. 16 Additionally, on January 24, 2005 we acquired an option on a screenplay entitled LIFE-DOT-COM, written by Frank Gillman. The sci-fi comedy plot revolves around a brilliantly-creative but workaholic young woman who is the writer of several internet-broadcast interactive "television" shows, all big hits. A freak power surge, along with the perfect alignment of the planets, zaps her into her own shows, trapped in the world of the characters she has created. The only way out is to find the balance that's been missing in her life. Both options remain in force pursuant to extensions granted to the Company. On December 27, 2007, we entered into a Production Agreement with the Hathaway Group to develop and produce a one hour television documentary. The material terms of the Agreement are: (a) we will 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; (b) upon signing the Agreement, the Company received the initial payment of $25,000, and in July 2008 received a second payment of $25,000 (recorded as Deferred Revenue in the accompanying balance sheet), with the balance to be paid in accordance with the Agreement's materials delivery schedule; (c) The Company shall supervise and be responsible for the entire production work, and shall arrange and pay for all materials and labor required to complete the documentary by December 31, 2008. REVENUES Since our inception in 2003, we have had no revenues from operations. EXPENSES To date, our expenses have consisted mainly of general and administrative expenses. The main components being contributed services, professional services and the amortization of our loan commitment fee. During the three month period ended August 31, 2008, we incurred a total of $15,510 general and administrative expenses. This consisted of $5,000 of contributed services by our CEO, Buddy Young, $5,400 compensation expense for our CEO, Buddy Young and $4,331 of professional fees incurred for our financial statements and related filings. We valued the contributed services from Buddy Young at $100 per hour. During the same period in 2007, we incurred a total of $15,346 general and administrative expenses. This consisted primarily of $10,400 of contributed services by our CEO, Buddy Young, $3,410 of professional fees incurred for our audited financial statements and related filings. 17 SIX-MONTH PERIOD ENDED AUGUST 31, 2008 COMPARED TO SIX-MONTH PERIOD ENDED AUGUST 31, 2007 EXPENSES To date, our expenses have consisted mainly of general and administrative expenses. The main components being contributed services, professional services and the amortization of our loan commitment fee. During the six month period ended August 31, 2008, we incurred a total of $41,877 general and administrative expenses. This consisted of $10,150 of contributed services by our CEO, Buddy Young, $10,650 of compensation expense paid to our CEO, Buddy Young and $13,529 of professional fees incurred for our financial statements and related filings. We valued the contributed services from Buddy Young at $100 per hour. During the same period in 2007, we incurred a total of $35,238 general and administrative expenses. This consisted primarily of $20,800 of contributed services by our CEO, Buddy Young, $11,564 of professional fees incurred for our audited financial statements and related filings. While we cannot guarantee the level of our expenses in the future, we anticipate them to increase as we fulfill our contractual requirement related to the television documentary production. PLAN OF OPERATION During the past twelve months, our main activities were focused on raising funds through the sale of equity, or other traditional borrowing sources in order to enable us to begin production on one of the above referenced projects. Additionally, in an effort to generate revenue from operations during fiscal 2009, and to help establish the Company within the motion picture industry, management obtained an agreement to produce a one hour television documentary During the next twelve months our efforts will continue to be focused on raising the funds required to develop and produce the screenplays that we have optioned, as well as enabling us to take advantage of business opportunities that may arise during the normal course of business. Such opportunities may include the optioning and development of additional scripts and participating in the co-financing of films produced by other companies. There is no assurance that any such opportunities will arise, nor whether we will have the funds available to us that will be sufficient to allow us to capitalize on them. In addition to our fund raising efforts we will focus our activities on completing the television documentary in accordance with the provisions contained in the production agreement referred to above. Among others, these activities include: (a) completing the documentary script, (b) locating and obtaining related archival film and photographs, (c) casting and filming the on-camera host, (d) editing and sound mixing, and (e) completing post production to comply with domestic and foreign television broadcast standards. 18 If during the next twelve months we are unable to raise the funds through the sale of additional equity, or from traditional borrowing sources necessary to begin production on either of the screenplays, we may be forced to scale back our operations, or to totally abandon that part of our business plan and seek other business opportunities in a related or unrelated industry. However, if we are successful in raising sufficient funds, our principal activities following the receipt of the funds will be as follows: (a) exercise our option to acquire the rights to one of the aforementioned scripts, (b) prepare a production budget for that film, (c) hire a director, (d) retain the services of a production company to assemble the production crew, (e) cast the film, (f) choose a location, (g) begin principal photography,(h) complete the post production process, and (i) arrange for the films distribution. We anticipate that cash obtained as a result of the sale of equity, or funds available from traditional borrowing sources, the funds provided to us by our president and principal shareholder, under a promissory note dated February 16, 2005, as amended, and funds received as a result of the aforementioned television documentary agreement will be sufficient to fund our cash requirements to continue our efforts as outlined above. As we cannot predict whether we will be successful in raising sufficient funds, we cannot predict whether we will ever be able to implement our plan of producing or co-financing motion pictures. In 2005 we issued 10,000 shares of our common stock to each of our directors and executive officers, excluding Buddy Young, our president and principal shareholder, for services to the Company. These services include advice on the development of our business plan, introduction to motion picture production and distribution personnel, and handling negotiations with industry personnel. We do not have any consulting or employment agreements with any of our officers or directors. In February 2005, the Company issued to our president, Buddy Young, 190,000 shares of our common stock as compensation for his agreement to lend up to $100,000 to the Company to fund any cash shortfalls. The note bears interest at 8% and is due no later than June 30, 2009. As of August 31, 2008, the balance owing on this agreement was $957. Except for the shares indicated here, no other shares have been issued to any person or entity for services rendered to the Company. 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. Other than Mr. Young, no employee has received cash compensation from the Company. 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. 19 LIQUIDITY AND CAPITAL RESOURCES We are a development stage company with no operating history. We had a cash balance of $29,539 on August 31, 2008. Other than funds received pursuant to the above mentioned documentary production agreement, at this time, our only other known cash resource comes from the sale of equity, and 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, 2008. As of August 31, 2008 the balance owing on this agreement is $957. Payment of principal and interest is due on this loan on June 30, 2009. We believe the raising of funds through the sale of equity and further borrowings from our President will be sufficient to satisfy our budgeted cash requirements through fiscal 2008. Further, our ability to pursue any business opportunity that requires us to make cash payments would also depend on the amount of funds that we can secure from these various sources. ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Based on the nature of our current operations, we have not identified any issues of market risk at this time. ITEM 4. CONTROLS AND PROCEDURES The principal executive officer and principal financial officer of the Company, who are the same person ("the Certifying Officer") with the assistance of advisors, evaluated the effectiveness of the design and operation of the Company's disclosure controls and procedures (as defined in section 240.13a-14(c) and 240.15d-14(c) under the Exchange Act) within 90 days prior to the filing of this report. Based upon the evaluation, the Certifying Officer concludes that the Company's disclosure controls and procedures are effective in timely alerting management to material information relative to the Company which is required to be disclosed in its periodic filings with the SEC. There were no significant changes in the Company's internal controls or in other factors that could significantly affect these controls subsequent to the date of their evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. 20 PART II OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS None. ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS None. ITEM 3. DEFAULTS UPON SENIOR SECURITIES None. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS During the quarter ended August 31, 2008, no matters were submitted to the Company's security holders. ITEM 5. OTHER INFORMATION None. ITEM 6. EXHIBITS 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. 21 SIGNATURES In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. FUTURA PICTURES, INC. (Registrant) Dated: October xx, 2008 /S/ BUDDY YOUNG -------------------------------- Buddy Young, President and Chief Executive Officer 22