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

                                   Form 10-QSB

(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, 2007


[_]      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 [X] No [ ]

         As of May 31,  2007 the issuer  had  1,362,750  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>


                            INDEX TO QUARTERLY REPORT
                                 ON FORM 10-QSB



PART I   FINANCIAL INFORMATION
                                                                            PAGE
                                                                            ----
Item 1.     Financial Statements (Unaudited)                                  3
            Condensed Balance Sheets
                May 31, 2007 and February 28, 2007                            4
            Condensed Statements of Operations
                For the Three Months Ended May 31, 2007
                and 2006 and from December 10, 2003 (Date
                of Inception) to May 31, 2007                                 5
            Condensed Statements of Shareholders' Deficit
                From December 10, 2003 (Date of Inception)
                to the May 31, 2007                                           6
            Condensed Statements of Cash Flows
                For the Three Months Ended May 31, 2007
                and 2006 and from December 10, 2003 (Date
                of Inception) to May 31, 2007                                 9
            Notes to Financial Statements                                    11

Item 2.     Management's Discussion and Analysis or Plan
            of Operation                                                     13


PART II     OTHER INFORMATION

Item 1.     Legal Proceedings                                                17

Item 2.     Changes in Securities 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
<PAGE>



                                     PART I
                              FINANCIAL INFORMATION

ITEM 1.       FINANCIAL STATEMENTS

                (Financial Statements Commence on Following Page)


                                       3
<PAGE>



<TABLE>
                                FUTURA PICTURES, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                            CONDENSED BALANCE SHEETS

<CAPTION>
                                                                           FEBRUARY 28,
                                                           MAY 31, 2007        2007
                                                           ------------    ------------
                                                            (Unaudited)
<S>                                                        <C>             <C>
ASSETS

        Cash ...........................................   $      4,269    $      5,151
                                                           ------------    ------------

             TOTAL ASSETS ..............................   $      4,269    $      5,151
                                                           ============    ============




LIABILITIES

        Accrued expenses ...............................   $     11,117    $      3,937
        Accrued interest - related party ...............          1,053             823
        Loan payable - related party ...................         11,500          11,500
                                                           ------------    ------------

             TOTAL LIABILITIES .........................   $     23,670    $     16,260

STOCKHOLDERS' DEFICIT

        Common stock, par value $0.0001 per share
             Authorized - 100,000,000 shares
             Issued and outstanding - 1,362,750 shares
             and 1,352,750 shares, respectively ........   $        136    $        135
        Additional paid-in capital .....................        151,014         138,615
        Deficit accumulated during the development stage       (170,551)       (149,859)
                                                           ------------    ------------

             TOTAL STOCKHOLDERS' DEFICIT ...............        (19,401)        (11,109)
                                                           ------------    ------------

             TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT   $      4,269    $      5,151
                                                           ============    ============
</TABLE>


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


                                       4
<PAGE>


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

<CAPTION>
                                                   FOR THE         FOR THE      FROM DEC. 10,
                                                    THREE           THREE       2003 (DATE OF
                                                 MONTHS ENDED    MONTHS ENDED   INCEPTION) TO
                                                 MAY 31, 2007    MAY 31, 2006    MAY 31, 2007
                                                 ------------    ------------    ------------
<S>                                              <C>             <C>             <C>
DEVELOPMENT STAGE EXPENSES

        Selling, general and administrative ..   $     19,892    $     19,621    $    162,351
        Directors' fees, non-cash compensation           --              --             5,000
                                                 ------------    ------------    ------------

            TOTAL DEVELOPMENT STAGE EXPENSES .   $     19,892    $     19,621    $    167,351
                                                 ------------    ------------    ------------

(LOSS) BEFORE INCOME TAXES ...................   $    (19,892)   $    (19,621)   $   (167,351)

        Income tax expense ...................            800            --             3,200

NET (LOSS) ...................................   $    (20,692)   $    (19,621)   $   (170,551)
                                                 ============    ============    ============

NET (LOSS) PER COMMON SHARE

        Basic and diluted ....................   $      (0.02)   $      (0.02)   $      (0.14)
                                                 ============    ============    ============

WEIGHTED AVERAGE NUMBER OF COMMON
        SHARES OUTSTANDING

        Basic and diluted ....................      1,359,897       1,250,000       1,263,239
                                                 ============    ============    ============
</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 STOCKHOLDERS' DEFICIT
                      FOR THE PERIOD FROM DECEMBER 10, 2003
                       (DATE OF INCEPTION) TO MAY 31, 2007
                                   (UNAUDITED)

<CAPTION>
                                                                               DEFICIT
                                                                              ACCUMULATED
                                        COMMON STOCK           ADDITIONAL       DURING           TOTAL
                                ---------------------------     PAID-IN       DEVELOPMENT    STOCKHOLDERS'
                                   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)
                                ============   ============   ============   ============    ============

Issuance of common stock for
   cash - June 14, 2006 .....         26,000              2          5,198           --             5,200
</TABLE>


                                       6
<PAGE>


<TABLE>
                              FUTURA PICTURES, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                  CONDENSED STATEMENTS OF STOCKHOLDERS' DEFICIT
                      FOR THE PERIOD FROM DECEMBER 10, 2003
                       (DATE OF INCEPTION) TO MAY 31, 2007
                                   (UNAUDITED)

<CAPTION>
                                                                               DEFICIT
                                                                              ACCUMULATED
                                        COMMON STOCK           ADDITIONAL       DURING           TOTAL
                                ---------------------------     PAID-IN       DEVELOPMENT    STOCKHOLDERS'
                                   SHARES         AMOUNT        CAPITAL         STAGE           DEFICIT
                                ------------   ------------   ------------   ------------    ------------
<S>                                <C>         <C>            <C>            <C>             <C>
Issuance of common stock for
   cash - August 1, 2006 ....          7,500              1          1,499           --             1,500

Issuance of common stock for
   cash - September 15, 2006           3,500           --              700           --               700

Issuance of common stock for
   cash - October 12, 2006 ..          8,000              1          1,599           --             1,600

Issuance of common stock for
   cash - November 2, 2006 ..         13,750              2          2,748           --             2,750

Issuance of common stock for
   cash - November 21, 2006 .         10,000              1          1,999           --             2,000

Issuance of common stock for
   cash - January 11, 2007 ..         33,000              3          6,597           --             6,600

Issuance of common stock for
   cash - February 27, 2007 .          1,000           --              200           --               200

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


                                       7
<PAGE>


<TABLE>
                              FUTURA PICTURES, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                  CONDENSED STATEMENTS OF STOCKHOLDERS' DEFICIT
                      FOR THE PERIOD FROM DECEMBER 10, 2003
                       (DATE OF INCEPTION) TO MAY 31, 2007
                                   (UNAUDITED)

<CAPTION>
                                                                                 DEFICIT
                                                                                ACCUMULATED
                                          COMMON STOCK           ADDITIONAL       DURING           TOTAL
                                  ---------------------------     PAID-IN       DEVELOPMENT    STOCKHOLDERS'
                                     SHARES         AMOUNT        CAPITAL         STAGE           DEFICIT
                                  ------------   ------------   ------------   ------------    ------------
<S>                                  <C>         <C>            <C>            <C>             <C>
Issuance of common stock for
   cash - March 2, 2007 .......          5,000              1            999           --             1,000

Issuance of common stock for
   cash - April 13, 2007 ......          2,500           --              500           --               500

Issuance of common stock for
   cash - April 26, 2007 ......          2,500           --              500           --               500

Contributed services ..........           --             --           10,400           --            10,400

Net (loss) for the three months
   ended May 31, 2007 .........           --             --             --          (20,692)        (20,692)
                                  ------------   ------------   ------------   ------------    ------------

Balance, May 31, 2007 .........      1,362,750   $        136   $    151,014   $   (170,551)   $    (19,401)
                                  ============   ============   ============   ============    ============
</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)

<CAPTION>
                                                                 FOR THE         FOR THE      FROM DEC. 10,
                                                                  THREE           THREE       2003 (DATE OF
                                                               MONTHS ENDED    MONTHS ENDED   INCEPTION) TO
                                                               MAY 31, 2007    MAY 31, 2006    MAY 31, 2007
                                                               ------------    ------------    ------------
<S>                                                            <C>             <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
          Net (loss) .......................................   $    (20,692)   $    (19,621)   $   (170,551)
          Adjustments to reconcile net (loss) to net cash
            (used) by operating activities:
                Common stock issued for directors' fees ....           --              --             5,000
                Contributed services .......................         10,400          10,400          93,600
                Amortization expense .......................           --              --            20,000
                Changes in operating assets and liabilities:
                     Accrued expenses ......................          7,410           3,523          12,170
                                                               ------------    ------------    ------------

            NET CASH (USED) BY OPERATING ACTIVITIES ........         (2,882)         (5,698)        (39,781)
                                                               ------------    ------------    ------------


CASH FLOWS FROM FINANCING ACTIVITIES:
          Proceeds from loan payable - related party .......           --             6,500          11,500
          Proceeds from sale of common stock ...............          2,000            --            32,550
                                                               ------------    ------------    ------------

            NET CASH PROVIDED BY FINANCING ACTIVITES .......          2,000           6,500          44,050
                                                               ------------    ------------    ------------

NET INCREASE (DECREASE) IN CASH
          AND CASH EQUIVALENTS .............................   $       (882)   $        802    $      4,269

CASH AND CASH EQUIVALENTS
          AT THE BEGINNING OF THE PERIOD ...................          5,151             112            --
                                                               ------------    ------------    ------------

CASH AND CASH EQUIVALENTS
          AT THE END OF THE PERIOD .........................   $      4,269    $        914    $      4,269
                                                               ============    ============    ============
</TABLE>


                                       9
<PAGE>


<TABLE>
                              FUTURA PICTURES, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                 CONDENSED STATEMENTS OF CASH FLOWS (CONTINUED)
                                   (UNAUDITED)

<CAPTION>
                                                                 FOR THE         FOR THE      FROM DEC. 10,
                                                                  THREE           THREE       2003 (DATE OF
                                                               MONTHS ENDED    MONTHS ENDED   INCEPTION) TO
                                                               MAY 31, 2007    MAY 31, 2006    MAY 31, 2007
                                                               ------------    ------------    ------------
<S>                                                            <C>             <C>             <C>

SUPPLEMENTAL DISCLOSURE OF
           CASH FLOW INFORMATION

           Interest paid ...................................   $       --      $       --      $       --
           Taxes paid ......................................   $        800    $       --      $      2,571

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)
                          NOTES TO FINANCIAL STATEMENTS
                                  MAY 31, 2007

NOTE 1   BACKGROUND

         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 three  months ended May 31, 2007
         are not necessarily  indicative of the results that may be expected for
         the year ended  February  28,  2008.  Accordingly,  your  attention  is
         directed to footnote  disclosures found in the February 28, 2007 Annual
         Report  and  particularly  to Note  1,  which  includes  a  summary  of
         significant accounting policies.

         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.

         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.

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


                                       11
<PAGE>


         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 it  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 May  31,  2007,  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   RELATED PARTY TRANSACTION

         PREPAID LOAN COMMITMENT

         On February 16, 2005, the Company's President, Buddy Young, accepted an
         unsecured  promissory  note from the  Company  and agreed to lend up to
         $100,000  to the  Company to fund any cash  shortfalls.  The note bears
         interest at 8% and is due upon demand, no later than June 30, 2008. The
         outstanding balance was $11,500 as of May 31, 2007.

NOTE 5   STOCKHOLDERS' DEFICIT

         During  the three  months  ended May 31,  2007 the  Company  issued the
         following shares of stock:

         March 2, 2007 - 5,000 shares of common stock to an unrelated  party, in
         exchange for $1,000 cash.

         April 13, 2007 - 2,500 shares of common stock to an unrelated party, in
         exchange for $500 cash.

         April 26, 2007 - 2,500 shares of common stock to an unrelated party, in
         exchange for $500 cash.

         For the  three  months  ended May 31,  2007,  the  Company's  President
         devoted time to the  development  process of the Company.  Compensation
         expense  totaling  $10,400 has been recorded for the three months ended
         May 31, 2007.


                                       12
<PAGE>


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

CRITICAL ACCOUNTING POLICIES

SELECT FINANCIAL INFORMATION

                                                     For the Three Months Ended
                                                       5/31/07        5/31/06
                                                     (Unaudited)    (Unaudited)
                                                     -----------    -----------
Statement of Operations Data
Total revenue ....................................   $         0    $         0
Operating loss ...................................   $   (19,892)   $   (19,621)
Net loss after taxes .............................   $   (20,692)   $   (19,621)
Net loss per share ...............................   $     (0.02)   $     (0.02)

Balance Sheet Data
Total assets .....................................   $     4,269    $       914
Total liabilities ................................   $    23,670    $    18,163
Stockholder's equity (deficit) ...................   $   (19,401)   $   (17,249)

THREE-MONTH  PERIOD ENDED MAY 31, 2007 COMPARED TO THREE-MONTH  PERIOD ENDED MAY
31, 2006

GENERAL

         The Company was  incorporated  on December 10, 2003 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.

         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.


                                       13
<PAGE>


REVENUES

         Since our inception in 2003,  we have had no revenues from  operations,
and do not anticipate  having any revenues from operations  during the first six
months of fiscal 2008.

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 May 31,  2007,  we  incurred  a total of $19,892
general and  administrative  expenses.  This consisted of $10,400 of contributed
services by our CEO,  Buddy Young and $8,154 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 2006, we
incurred a total of $19,621 general and administrative  expenses. This consisted
primarily of $10,400 of contributed  services by our CEO, Buddy Young, $8,240 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 remain  constant  until  such time that  productions  of the
screenplays begin and we hire additional  employees and incur production related
expenses.


PLAN OF OPERATION

         Our main focus during  fiscal 2008 will be to focus our  activities  on
raising the minimum  funds  necessary to implement our business  plan,  which we
estimate to be $300,000, and to further develop the two screenplays that we have
optioned.  Prior to that  time,  we will  utilize  a portion  of the funds  made
available to us under our agreement with our President and majority  shareholder
to borrow up to $100,000, to pay general administrative  expense. The balance of
the $100,000  that is not spent as described  above may be utilized as needed to
take  advantage  of  business  opportunities  that arise  during the time we are
attempting  to raise funds.  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 the remaining  balance of the funds available to us will
be sufficient to allow us to capitalize on them.

         If we are unable to raise at least $300,000, which we believe to be the
minimum  necessary to implement  our  business  plan,  we plan to scale back our
planned  operations,  or 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


                                       14
<PAGE>


could  cause  the  existing  shareholder  to be  severely  diluted.  If  we  are
successful in raising the minimum $300,000,  our principal activities during the
next  twelve  months  from 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.

         Concurrent with our efforts to raise funds as outlined above,  our vice
president  of  production  Frank  Capra Jr.,  and Mel  Powel,  our  director  of
acquisitions,  will work on further  developing  the two  screenplays  that were
optioned by us earlier this year. They will work with the  screenwriters to mold
the  scripts  from  their  present  form into the form that  best  combines  the
artistic elements with the commercial viability of the resulting film. A careful
analysis  of the  story  told  by the  script  will  lead  to  changes  such  as
strengthening   certain   aspects  of  the  story  by   increasing   the  focus.
Additionally,  each scene must be analyzed to determine if its  presentation  is
best suited to its  purpose--will  the scene,  translate from page to film, make
the point it is intended to make and move the  audience in the way the  audience
should be moved. Overall, the script development process is designed to maximize
the success of the film by tailoring the script to meet the overall needs of the
story,  the  production,  and the  market.  Should  we  need to hire  additional
screenwriting  resources to help us complete this process,  we estimate the cost
to be approximately  $10,000,  and to take two to three months.  Until funds are
received  as a result of this  offering,  we do not  anticipate  conducting  any
business activities other than as described above.

         We  anticipate  that the cash raised as a result of the sale of equity,
and the funds provided to us by our president and principal shareholder, under a
promissory  note dated  February 16, 2005,  will be  sufficient to fund our cash
requirements  to continue our efforts to raise funds through the sale of equity,
and to further the  development  of the  screenplays  as outlined  above.  As we
cannot predict whether we will be successful in raising the minimum $300,000, we
cannot  predict  whether we will ever be able to implement our plan of producing
or co-financing  motion pictures.  Prior to the Company earning any revenue from
operations,  we would need to achieve  the  following  milestones:  (a) raise at
least  $300,000  as  outlined  above,  (b)  sufficiently  develop  and prepare a
production  budget  for  either  one or  both  of the  screenplays  that we have
optioned so that they are ready for  filming,  (c) complete the filming and post
production of the motion  picture,  and (d) arrange for the  distribution of the
motion picture into the marketplace. We do not anticipate starting production on
a motion picture, or arranging for its distribution until late fiscal 2008.

         We  have  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 negotiations with screenwriters.  We
do not have any consulting or employment  agreements with any of our officers or
directors.


                                       15
<PAGE>


         In February 2005,  the Company  issued to our  president,  Buddy Young,
190,000 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, 2008. As of May 31, 2007,  the balance owing on this agreement was
$11,500.  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 our vice presidents Frank Capra Jr., Joseph Adelman, and
Mel Powell, our Director of acquisitions, all work on a part-time basis and have
not yet  received  any  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 are a development stage company with no operating history.

         We had a cash balance of $4,269 on May 31, 2007. At this time, our only
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 June 30,  2008.  As of May 31, 2007 the balance
owing on this agreement is $11,500.  Payment of principal and interest is due on
this loan on June 30, 2008.

         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 February 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.  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.


                                       16
<PAGE>


         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, 2007, 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
<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: July 10, 2007                   /S/ BUDDY YOUNG
                                       ------------------------------------
                                           Buddy Young, President and Chief
                                           Executive Officer


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