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 May 31, 2009 [_] 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 [_] Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (ss.232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [_] No [_] 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 definitions of "large accelerated filer," "accelerated filer," and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer [_] Accelerated filer [_] Non-accelerated filer [_] Smaller reporting company [X] Check whether the issuer is a "shell company" as defined in Rule 12b-2 of the Securities Exchange Act of 1934. Yes [_] No [X] The Registrant has 1,599,750 shares of Common stock, par value $.0001 per share issued and outstanding as of June 30, 2009. INDEX TO QUARTERLY REPORT ON FORM 10-Q PART I FINANCIAL INFORMATION PAGE ---- Item 1. Financial Statements (Unaudited) 3 Condensed Balance Sheets May 31, 2009 (Unaudited) and February 28, 2009 4 Condensed Statements of Operations For the Three Months Ended May 31, 2009 and 2008 5 Condensed Statements of Shareholders' Deficit From March 1, 2009 to May 31, 2009 (Unaudited) 6 Condensed Statements of Cash Flows For the Three Months Ended May 31, 2009 and 2008 7 Notes to Financial Statements (Unaudited) 9 Item 2. Management's Discussion and Analysis or Plan of Operation 13 Item 3. Quantitative and Qualitative Disclosures About Market Risk 17 Item 4. Controls and Procedures 17 PART II OTHER INFORMATION Item 1. Legal Proceedings 17 Item 2. Unregistered Sale of Equity and Use of Proceeds 17 Item 3. Defaults upon Senior Securities 17 Item 4. Submission of Matters to a Vote of Security Holders 17 Item 5. Other Information 17 Item 6. Exhibits 17 Signatures 18 2 PART I FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS (Financial Statements Commence on Following Page) 3 FUTURA PICTURES, INC. CONDENSED BALANCE SHEETS MAY 31, 2009 FEBRUARY 28, (UNAUDITED) 2009 ------------ ------------ ASSETS Cash .................................................... $ 182 $ 2,672 Prepaid expenses ........................................ 235 -- Inventories ............................................. 4,975 5,000 ------------ ------------ TOTAL ASSETS ....................................... $ 5,392 $ 7,672 ============ ============ LIABILITIES Accrued expenses ........................................ $ 9,442 $ 47,188 Accrued interest - related party ........................ 1,426 281 Loan payable - related party ............................ 66,457 19,457 ------------ ------------ TOTAL LIABILITIES .................................. 77,325 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 .............................. 265,540 255,140 Retained Deficit ........................................ (337,633) (314,554) ------------ ------------ TOTAL STOCKHOLDERS' EQUITY (DEFICIT) ............... (71,933) (59,254) ------------ ------------ TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) $ 5,392 $ 7,672 ============ ============ The accompanying notes are an integral part of these financial statements. 4 FUTURA PICTURES, INC. CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED) FOR THE THREE FOR THE THREE MONTHS ENDED MONTHS ENDED MAY 31, 2008 MAY 31, 2009 (as restated) ------------- ------------- REVENUE .................................... $ 4,460 $ -- COST OF REVENUE ............................ 671 -- ------------- ------------- GROSS PROFIT ............................... 3,789 -- OPERATING EXPENSES Selling, general and administrative ..... 25,723 24,348 ------------- ------------- TOTAL OPERATING EXPENSES ............ 25,723 24,348 (LOSS) FROM OPERATIONS ..................... (21,934) (24,348) ------------- ------------- INTEREST EXPENSE ........................... 1,145 19 (LOSS) BEFORE INCOME TAXES ................. (23,079) (24,367) Income tax expense ...................... -- 800 ------------- ------------- NET (LOSS) ................................. $ (23,079) $ (25,167) ============= ============= NET (LOSS) PER COMMON SHARE Basic and diluted ....................... $ (0.01) $ (0.02) ============= ============= WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING Basic and diluted ....................... 1,599,750 1,591,924 ============= ============= The accompanying notes are an integral part of these financial statements. 5 FUTURA PICTURES, INC. CONDENSED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) FOR THE PERIOD FROM DECEMBER 10, 2003 (DATE OF INCEPTION) TO MAY 31, 2009 (UNAUDITED) TOTAL COMMON STOCK ADDITIONAL STOCKHOLDERS' ----------------------- PAID-IN RETAINED EQUITY SHARES AMOUNT CAPITAL DEFICIT (DEFICIT) ---------- ---------- ---------- ---------- ---------- Balance, March 1, 2009 ........ 1,599,750 $ 160 $ 255,140 $ (314,554) $ (59,254) Contributed services .......... -- -- 10,400 -- 10,400 Net (loss) for the three months ended May 31, 2009 ......... -- -- -- (23,079) (23,079) ---------- ---------- ---------- ---------- ---------- Balance, May 31, 2009 ......... 1,599,750 $ 160 $ 265,540 $ (337,633) $ (71,933) ========== ========== ========== ========== ========== The accompanying notes are an integral part of these financial statements. 6 FUTURA PICTURES, INC. CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED) FOR THE THREE FOR THE THREE MONTHS ENDED MONTHS ENDED MAY 31, 2008 MAY 31, 2009 (as restated) ------------ ------------ CASH FLOWS FROM OPERATING ACTIVITIES: Net (loss) .......................................... $ (23,079) $ (25,167) Adjustments to reconcile net (loss) to net cash (used) by operating activities: Contributed services .......................... 10,400 5,150 Changes in operating assets and liabilities: Prepaid expenses ......................... (235) 1,000 Inventories .............................. 25 -- Accrued expenses ......................... (36,601) 8,842 ------------ ------------ NET CASH PROVIDED (USED) BY OPERATING ACTIVITIES .. (49,490) (10,175) ------------ ------------ CASH FLOWS (USED) BY INVESTING ACTIVITIES: Production in progress .............................. -- (2,000) ------------ ------------ NET CASH (USED) BY INVESTING ACTIVITIES ........... -- (2,000) CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from loan payable - related party .......... 47,000 -- Proceeds from sale of common stock .................. -- 12,200 ------------ ------------ NET CASH PROVIDED BY FINANCING ACTIVITIES ......... 47,000 12,200 ------------ ------------ NET INCREASE (DECREASE) IN CASH ........................ (2,490) 25 CASH AT THE BEGINNING OF THE YEAR ...................... 2,672 20,823 ------------ ------------ CASH AT THE END OF THE YEAR ............................ $ 182 $ 20,848 ============ ============ The accompanying notes are an integral part of these financial statements. 7 FUTURA PICTURES, INC. CONDENSED STATEMENTS OF CASH FLOWS (CONTINUED) (UNAUDITED) FOR THE THREE FOR THE THREE MONTHS ENDED MONTHS ENDED MAY 31, 2009 MAY 31, 2008 ------------ ------------ SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION Interest paid ....................................... $ -- $ -- Taxes paid .......................................... $ -- $ -- The accompanying notes are an integral part of these financial statements. 8 FUTURA PICTURES, INC. 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 films, documentaries and similar products 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 three months ended May 31, 2009 are not necessarily indicative of the results that may be expected for the year ended February 28, 2010. Accordingly, your attention is directed to footnote disclosures found in the February 28, 2009 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 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. 9 DISCLOSURE ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS The Company estimates that the fair value of all financial instruments at May 31, 2009 as defined in FASB 107 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. 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. 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. RECENT PRONOUNCEMENTS In February 2007, the Financial Accounting Standards Board (the "FASB") issued Statements of Financial Accounting Standards ("SFAS") NO. 159, "The Fair Value Option for Financial Assets and Financial Liabilities--Including an amendment of FASB Statement No. 115" (SFAS 159"). SFAS 159 permits entities to choose to measure many financial instruments and certain other items at fair value. The objective is to improve financial reporting by providing entities with the opportunity to mitigate volatility in reported earnings caused by measuring related assets and liabilities differently without having to apply complex hedge accounting provisions. This Statement is expected to expand the use of fair value measurement, which is consistent with the Board's long-term measurement objectives for accounting for financial instruments. This Statement is effective as of the beginning of an entity's first fiscal year that begins after November 15, 2007. Early adoption is permitted as of the beginning of a fiscal year that begins on or before November 15, 2007, provided the entity also elects to apply the provisions of FASB Statement No. 157, FAIR VALUE MEASUREMENTS. The Company adopted SFAS No. 159 on March 1, 2008 and did not elect the fair value option for any existing eligible items. 10 In April 2009, FASB issued FSP No. 115-2 and FAS 124-2, RECOGNITION AND PRESENTATION OF OTHER-THAN-TEMPORARY IMPAIRMENTS This FSP amends the other-than-temporary impairment guidance in U.S. GAAP for debt securities to make the guidance more operational and to improve the presentation and disclosure of the other-than-temporary impairments on debt and equity securities in the financial statements. The FSP is effective for interim and annual reporting periods ending after June 15, 2009. The Company is currently analyzing the impact this FSP will have on its financial statements. In May 2009, the FASB issued Statement No. 165, SUBSEQUENT EVENTS ("SFAS 165"). SFAS 165 requires entities to disclose the date through which they have evaluated subsequent events and whether the date corresponds with the release of their financial statements. Effective for interim and annual periods ending after June 15, 2009, SFAS 165 will become effective in the next reporting quarter. SFAS 165 should not have an impact on our financial condition, results of operations or cash flows. In June 2009, the FASB issued Statement No. 168, THE FASB ACCOUNTING STANDARDS CODIFICATION AND THE HIERARCHY OF GENERALLY ACCEPTED ACCOUNTING PRINCIPLES ("SFAS 168"). SFAS 168 will become the single source of authoritative nongovernmental U.S. generally accepted accounting principles ("GAAP"), superseding existing FASB, American Institute of Certified Public Accountants ("AICPA"), Emerging Issues Task Force ("EITF"), and related accounting literature. SFAS 168 reorganizes the thousands of GAAP pronouncements into roughly 90 accounting topics and displays them using a consistent structure. Also included is relevant Securities and Exchange Commission guidance organized using the same topical structure in separate sections. SFAS 168 will be effective for financial statements issued for reporting periods that end after September 15, 2009. This will have an impact on the Company's financial statements since all future references to authoritative accounting literature will be references in accordance with SFAS 168. 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. 11 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 quarter ended May 31, 2009, 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. NOTE 4 RELATED PARTY TRANSACTION LOAN COMMITMENT The Company's President, Buddy Young, agreed to lend up to $100,000 to the Company to fund any cash shortfalls through February 28, 2010. The note bears interest at 8% and is due upon demand, no later than June 30, 2010. The outstanding balance was $66,457 as of May 31, 2009. NOTE 5 STOCKHOLDERS' DEFICIT For the three months ended May 31, 2009 and 2008, the Company's President devoted time to the development process of the Company. Compensation expense totaling $10,400 has been recorded in each period. Of this amount, the President was paid $-0- and $5,250 during the three months ended May 31, 2009 and 2008, respectively. The President has waived reimbursement of $10,400 and $5,150 during the three months ended May 31, 2009 and 2008, respectively, and, accordingly, the amounts have been recorded as a contribution to capital. 12 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. 13 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 MONTHS ENDED ------------------------------------ MAY 31, 2008 MAY 31, 2009 (UNAUDITED- (UNAUDITED) -AS RESTATED) --------------- --------------- Statement of Operations Data Total revenue ........................ $ 4,460 $ -- Operating loss ....................... $ (23,079) $ (24,367) Net loss after taxes ................. $ (23,079) $ (25,167) Net loss per share ................... $ (0.01) $ (0.02) Balance Sheet Data Total assets ......................... $ 5,392 $ 33,848 Total liabilities .................... $ 77,325 $ 38,548 Stockholder's equity (deficit) ....... $ (71,933) $ (4,700) THREE-MONTH PERIOD ENDED MAY 31, 2009 COMPARED TO THREE-MONTH PERIOD ENDED MAY 31, 2008 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." During the three months ended May 31, 2009, the Company began sales of the DVD. 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. 14 REVENUES Our revenues for the three months ended May 31, 2009 were $4,460. These revenues were a result of the initial sales of "THE 5 SECRETS OF COMMUNICATION THAT SWEPT OBAMA TO THE PRESIDENCY" DVD. There were no revenues during the three months ended May 31, 2008. The cost of revenues during the three months ended May 31, 2009, was $671. As there were no revenues during the three months ended May 31, 2008, no costs were incurred. EXPENSES Selling, general and administrative expenses were $25,723 during the three months ended May 31, 2009 as compared to $24,348 during the three months ended May 31, 2008. Selling and marketing expenses were $8,123 for the three months ended May 31, 2009 as compared to $ 0 for the three months ended May 31, 2008. These costs are mainly related to the marketing of "THE 5 SECRETS OF COMMUNICATION THAT SWEPT OBAMA TO THE PRESIDENCY" DVD. During the three month period ended May 31, 2009, we incurred a total of $17,600 in general and administrative expenses. This consisted primarily of $10,400 of contributed services by our CEO, Buddy Young, and $5,325 of professional fees incurred for our audited financial statements and related filings. We valued the contributed services from Buddy Young at $100 per hour. During the same period in 2008, we incurred a total of $24,348 general and administrative expenses. This consisted primarily of $5,150 of contributed services by our CEO, Buddy Young, $5,250 of compensation expense paid to our CEO, Buddy Young, and $9,198 of professional fees incurred for our audited financial statements and related filings. We incurred $1,145 and $19 in interest expense during the three months ended May 31, 2009 and 2008, respectively. This is related to the interest charges we incur on our loan from Buddy Young. While we cannot guarantee the level of our expenses in the future, we anticipate them to increase as we develop new educational/self improvement DVDs. PLAN OF OPERATION During the past twelve months we worked on producing a television documentary under the terms of the agreement signed in December 2007 with the Hathaway Group. As a result of the termination of that agreement in February 2009, all worked ceased on the documentary. Given our inability to date to raise the necessary capital to implement our business plan of producing and co-financing low budget motion pictures, and the current difficulty in raising 15 capital caused by general market conditions, 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 work to maximize the revenue potential of the DVD that we completed during the first quarter of fiscal 2009, entitled "THE FIVE SECRETS OF COMMUNICATION THAT SWEPT OBAMA TO THE PRESIDENCY." There can be no assurance that we will ever be able to raise sufficient fund to permit us to produce or co-finance low budget motion pictures. "THE FIVE SECRETS OF COMMUNICATION THAT SWEPT OBAMA TO THE PRESIDENCY," has generated $4,460 in revenue during the first three months of fiscal 2010. We anticipate that cash resulting from the further sales and licensing of "THE FIVE SECRETS OF COMMUNICATION 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 2010. 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. 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. LIQUIDITY AND CAPITAL RESOURCES We had a cash balance of $182 on May 31, 2009. Other than funds received from the sale of "THE FIVE SECRETS OF COMMUNICATION 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 February 28, 2010. As of May 31, 2009 the balance owing on this agreement is $66,457. Payment of principal and interest is due on this loan on June 30, 2010. 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 requirements through February 28, 2010. 16 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. 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 May 31, 2009, 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. 17 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: July 15, 2009 /S/ BUDDY YOUNG ------------------------------------ Buddy Young, President and Chief Executive Officer 18