U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                Amendment No. 2
                                       to
                                    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]


<PAGE>


                              AMENDMENT OF FORM 10Q

Subsequent to the issuance of the financial  statements for the six months ended
August 31, 2008 the Company  identified  an error in the recording of production
in progress which resulted in an  overstatement  of research and  development in
the amount of $2,000 for the six months  ended  August 31,  2008 and $13,000 for
the  period  of  inception,  December  10,  2003,  to  August  31,  2008  and an
understatement of production in progress in the amount of $13,000.  Accordingly,
the  financial  statements  for the six months  ended  August 31, 2008 have been
restated to correct the error.


                                       2
<PAGE>


                            INDEX TO QUARTERLY REPORT
                                  ON FORM 10-Q/A

PART I   FINANCIAL INFORMATION                                              PAGE

Item 1.  Financial Statements (Unaudited)                                      4
         Condensed Balance Sheets
             August 31, 2008 and February 28, 2008 (as restated)               5
         Condensed Statements of Operations
             For the Three- and Six-Month Periods
             Ended August 31, 2008 and 2007 and from
             December 10, 2003 (Date of Inception) to
             August 31, 2008 (as restated)                                     6
         Condensed Statements of Stockholders' Deficit
             From December 31, 2003 (Date of Inception)
             to August 31, 2008 (as restated)                                  7
         Condensed Statements of Cash Flows
             For the Six Months Ended August 31, 2008 and
             2007 and from December 10, 2003 (Date of Inception)
             to August 31, 2008 (as restated)                                  9
         Notes to Financial Statements (as restated)                          11

Item 2.  Management's Discussion and Analysis or Plan
         of Operation                                                         16

Item 3.  Quantitative and Qualitative Disclosures About Market Risk           21

Item 4.  Controls and Procedures                                              21


PART II  OTHER INFORMATION

Item 1.  Legal Proceedings                                                    22

Item 2.  Changes in Securities and Use of Proceeds                            22

Item 3.  Defaults upon Senior Securities                                      22

Item 4.  Submission of Matters to a Vote of Security Holders                  22

Item 5.  Other Information                                                    22

Item 6.  Exhibits                                                             22

Signatures                                                                    23


                                       3
<PAGE>


                                     PART I
                              FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

                (Financial Statements Commence on Following Page)


                                       4
<PAGE>


<TABLE>
                              FUTURA PICTURES, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                            CONDENSED BALANCE SHEETS
                                  AS RESTATED
<CAPTION>
                                                                    AUGUST 31,
                                                                       2008        FEBRUARY 29,
                                                                   (Unaudited)        2008
                                                                   AS RESTATED     AS RESTATED
                                                                  ------------    ------------
<S>                                                               <C>             <C>
ASSETS

   Cash .......................................................   $     29,539    $     20,823
   Prepaid expenses ...........................................           --             1,000
   Production in progress .....................................         13,000          11,000
                                                                  ------------    ------------

        TOTAL ASSETS ..........................................   $     42,539    $     32,823
                                                                  ============    ============

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' EQUITY (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 ...........       (255,110)       (214,433)
                                                                  ------------    ------------
        TOTAL STOCKHOLDERS' EQUITY (DEFICIT) ..................        (15,210)          3,117
                                                                  ------------    ------------
        TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) ..   $     42,539    $     32,823
                                                                  ============    ============
</TABLE>

The accompanying notes are an integral part of these financial statements.


                                       5
<PAGE>


<TABLE>
                              FUTURA PICTURES, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                       CONDENSED STATEMENTS OF OPERATIONS
                                   (Unaudited)
                                   AS RESTATED


<CAPTION>
                                                                                                               FROM
                                                                                                            DECEMBER 10,
                                                   FOR THE THREE MONTHS           FOR THE SIX MONTHS        2003 (DATE
                                                      ENDED AUGUST 31,             ENDED  AUGUST 31,       OF INCEPTION)
                                                --------------------------    --------------------------   TO AUGUST 31,
                                                                                 2008                           2008
                                                    2008           2007       AS RESTATED        2007       AS RESTATED
---------------------------------------------   -----------    -----------    -----------    -----------    -----------
<S>                                             <C>            <C>            <C>            <C>            <C>
DEVELOPMENT STAGE EXPENSES
  Selling, general and administrative .......   $    15,510    $    15,346    $    39,877         35,238    $   246,110
  Directors' fees, non-cash compensation ....          --             --             --             --            5,000
                                                -----------    -----------    -----------    -----------    -----------
    TOTAL DEVELOPMENT STAGE EXPENSES ........        15,510         15,346         39,877         35,238        251,110
                                                -----------    -----------    -----------    -----------    -----------

(LOSS) BEFORE INCOME TAXES ..................       (15,510)       (15,346)       (39,877)      (353,238)      (251,110)
  Income tax expense ........................          --             --              800            800          4,000
                                                -----------    -----------    -----------    -----------    -----------

NET (LOSS) ..................................   $   (15,510)   $   (15,346)   $   (40,677)       (36,038)   $  (255,110)
                                                ===========    ===========    ===========    ===========    ===========

NET (LOSS) PER COMMON SHARE
  Basic and diluted .........................   $     (0.01)   $     (0.01)   $     (0.03)   $     (0.03)   $     (0.19)
                                                ===========    ===========    ===========    ===========    ===========

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
                                                ===========    ===========    ===========    ===========    ===========
</TABLE>

The accompanying notes are an integral part of these financial statements.


                                       6
<PAGE>


<TABLE>
                              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)
                                   AS RESTATED
<CAPTION>
                                                                     DEFICIT
                                                                    ACCUMULATED    TOTAL
                                     COMMON STOCK       ADDITIONAL  DURING THE   STOCKHOLDERS'
                                ---------------------    PAID-IN    DEVELOPMENT   EQUITY
                                 SHARES      AMOUNT      CAPITAL      STAGE      (DEFICIT)
                                ---------   ---------   ---------   ---------    ---------
<S>                             <C>         <C>         <C>         <C>          <C>
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)
                                ---------   ---------   ---------   ---------    ---------
</TABLE>


                                       7
<PAGE>


<TABLE>
                              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 (CONTINUED)
                                   (Unaudited)
                                   AS RESTATED

<CAPTION>
                                                                     DEFICIT
                                                                    ACCUMULATED    TOTAL
                                     COMMON STOCK       ADDITIONAL  DURING THE   STOCKHOLDERS'
                                ---------------------    PAID-IN    DEVELOPMENT   EQUITY
                                 SHARES      AMOUNT      CAPITAL      STAGE      (DEFICIT)
                                ---------   ---------   ---------   ---------    ---------
<S>                             <C>         <C>         <C>         <C>          <C>
Issuance of common stock for
  cash ......................     102,750          10      20,540        --         20,550

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 ...        --          --          --       (64,574)     (64,574)
                                ---------   ---------   ---------   ---------    ---------

Balance, February 29, 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 ........        --          --        10,150        --         10,150

Net (loss) for the six months
  ended August 31, 2008 .....        --          --          --       (40,677)     (40,677)
                                ---------   ---------   ---------   ---------    ---------

Balance, August 31, 2008 ....   1,599,750   $     160   $ 239,740   $(255,110)   $ (15,210)
                                =========   =========   =========   =========    =========
</TABLE>

The accompanying notes are an integral part of these financial statements.


                                       8
<PAGE>


<TABLE>
                              FUTURA PICTURES, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                       CONDENSED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
                                   AS RESTATED
<CAPTION>

                                                                                         FROM
                                                                                      DECEMBER 10,
                                                           FOR THE SIX MONTHS          2003 (DATE
                                                            ENDED AUGUST 31,         OF INCEPTION)
                                                     ----------------------------    TO AUGUST 31,
                                                          2008                           2008
                                                      AS RESTATED       2007          AS RESTATED
                                                     ------------    ------------    ------------
<S>                                                  <C>          <C>          <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net (loss) .....................................   $    (40,677)   $    (36,038)   $   (255,110)
  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 .........         (1,484)        (12,453)        (38,368)
                                                     ------------    ------------    ------------
CASH FLOWS (USED) BY INVESTING ACTIVITIES:
  Production in progress .........................         (2,000)           --           (13,000)
                                                     ------------    ------------    ------------
NET CASH (USED) BY INVESTING ACTIVITIES ..........         (2,000)           --           (13,000)

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
                                                     ============    ============    ============
</TABLE>


                                       9
<PAGE>


<TABLE>
                              FUTURA PICTURES, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                 CONDENSED STATEMENTS OF CASH FLOWS (CONTINUED)
                                   (Unaudited)
                                   AS RESTATED
<CAPTION>
                                                    FOR THE SIX MONTHS       FROM DECEMBER 10,
                                                     ENDED AUGUST 31,        2003 (DATE OF
                                               ---------------------------   INCEPTION) TO
                                                   2008           2007       AUGUST 31, 2008
                                               ------------   ------------   ------------
<S>                                            <C>            <C>            <C>
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
</TABLE>

The accompanying notes are an integral part of these financial statements.


                                       10
<PAGE>


                              FUTURA PICTURES, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                     CONDENSED NOTES TO FINANCIAL STATEMENTS
                                   (Unaudited)

NOTE 1   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         RESTATEMENT OF FINANCIAL STATEMENTS

         Subsequent  to the  issuance of the  financial  statements  for the six
         months  ended  August 31, 2008 the Company  identified  an error in the
         recording of production in progress which resulted in an  overstatement
         of research and  development in the amount of $2,000 for the six months
         ended August 31, 2008 and $13,000 for the period of inception, December
         10, 2003,  to August 31, 2008 and an  understatement  of  production in
         progress  in  the  amount  of  $13,000.   Accordingly,   the  financial
         statements  for the six months ended August 31, 2008 have been restated
         to correct the error.

         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


                                       11
<PAGE>


                              FUTURA PICTURES, INC.
                          (A DEVELOPMENT STAGE COMPANY)
               CONDENSED NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                                   (Unaudited)

         Company has elected to present an unclassified balance sheet.

         PRODUCTION IN PROCESS

         The  Company  capitalizes  costs  incurred  in  the  development  of  a
         documentary under a Production Agreement (the "Agreement"; see Note 5).
         The Company  utilizes the Completed  Contract method for this Agreement
         and,  accordingly,  costs  incurred  are  capitalized  and receipts are
         recorded as Unearned Revenue until completion of the documentary.

         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.

         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


                                       12
<PAGE>


                              FUTURA PICTURES, INC.
                          (A DEVELOPMENT STAGE COMPANY)
               CONDENSED NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                                   (Unaudited)

         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.
         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.


                                       13
<PAGE>


                              FUTURA PICTURES, INC.
                          (A DEVELOPMENT STAGE COMPANY)
               CONDENSED NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                                   (Unaudited)

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
         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.


                                       14
<PAGE>


                              FUTURA PICTURES, INC.
                          (A DEVELOPMENT STAGE COMPANY)
               CONDENSED NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                                   (Unaudited)

         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 4. Per the contract, the Company pays Calvin Young $2,000
         per month.  As of August 31, 2008,  the Company's  costs  incurred were
         $13,000 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.
         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.


                                       15
<PAGE>


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.


                                       16
<PAGE>


         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

<TABLE>
<CAPTION>
                                 FOR THE THREE MONTHS ENDED   FOR THE SIX MONTHS ENDED
                                         AUGUST 31,                   AUGUST 31,
                                 -------------------------    -------------------------
                                    2008          2007           2008          2007
                                 -----------   -----------    -----------   -----------
<S>                              <C>           <C>            <C>           <C>
Statement of Operations Data

Total Revenue ................   $      --     $      --      $      --     $      --
Operating Loss ...............   $   (15,510)  $   (15,346)   $   (39,877)  $   (35,238)
Net loss after taxes .........   $   (15,510)  $   (15,346)   $   (40,677)  $   (36,038)
Net loss per share ...........   $     (0.01)  $     (0.01)   $     (0.03)  $     (0.03)

Balance Sheet Data

Total assets .................   $    42,539   $     9.898    $    42,539   $     9,898
Total liabilities ............   $    57,749   $    19.045    $    57,749   $    19,045
Stockholders' equity (deficit)   $   (15,210)  $    (9,147)   $   (15,210)  $    (9,147)
</TABLE>

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.


                                       17
<PAGE>


         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.


                                       18
<PAGE>


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 $39,877
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.


                                       19
<PAGE>


         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.


                                       20
<PAGE>


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 subsequent  discovery of the error in
our accounting for research and development expenses, the Certifying Officer now
concludes  that  the  Company's  disclosure  controls  and  procedures  are  not
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. We intend to address the deficiency noted above in
the  second  quarter  of  2009  and  take  corrective  actions  with  regard  to
significant deficiencies and material weaknesses.


                                       21
<PAGE>


                                     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.


                                       22
<PAGE>


                                   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: April 8, 2009                      /S/ BUDDY YOUNG
                                          -----------------------------------
                                          Buddy Young, President and Chief
                                          Executive Officer


                                       23