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, 2006


[_]      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, 2006 the issuer had of  1,250,000  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
             Balance Sheet
                 May 31, 2006                                                  4
             Statements of Operations
                 For the Three Months Ended
                 May 31, 2006 and 2005                                         5
             Statements of Shareholders' Deficit
                 From Date of Inception to the May 31, 2006                    6
             Statements of Cash Flows
                 For the Three Months Ended
                 May 31, 2006 and 2005                                         7
             Notes to Financial Statements                                     9

Item 2.      Management's Discussion and Analysis or Plan
             of Operation                                                     12


PART II      OTHER INFORMATION

Item 1.      Legal Proceedings                                                16

Item 2.      Changes in Securities and Use of Proceeds                        16

Item 3.      Defaults upon Senior Securities                                  16

Item 4.      Submission of Matters to a Vote of Security Holders              16

Item 5.      Other Information                                                16

Item 6.      Exhibits                                                         16

Signatures                                                                    17


                                       2
<PAGE>


                                     PART I
                              FINANCIAL INFORMATION

ITEM 1.       FINANCIAL STATEMENTS

                (Financial Statements Commence on Following Page)


                                       3
<PAGE>


                              FUTURA PICTURES, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                             CONDENSED BALANCE SHEET
                                  MAY 31, 2006
                                   (Unaudited)

                                     ASSETS

ASSETS

        Cash ....................................................     $     914
                                                                      =========



                     LIABILITIES AND STOCKHOLDERS' DEFICIT

LIABILITIES

        Accrued expenses ........................................     $   8,980
        Accrued interest - related party ........................           183
        Loan payable - related party ............................         9,000
                                                                      ---------

             TOTAL LIABILITIES ..................................     $  18,163

STOCKHOLDERS' DEFICIT

        Common stock, par value $0.0001 per share
             Authorized - 25,000,000 shares
             Issued and outstanding - 1,250,000 shares ..........     $     125
        Additional paid-in capital ..............................        86,875
        Deficit accumulated during the development stage ........      (104,249)
                                                                      ---------

             TOTAL STOCKHOLDERS' DEFICIT ........................       (17,249)
                                                                      ---------

             TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT ........     $     914
                                                                      =========


         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>
                                                                                   FROM
                                                                                 DECEMBER
                                                                                 10, 2003
                                                    FOR THE THREE MONTHS        (DATE OF
                                                        ENDED MAY 31,           INCEPTION)
                                                 --------------------------     TO MAY 31,
                                                     2006           2005           2006
                                                 -----------    -----------    -----------
                                                               (as restated)
<S>                                              <C>            <C>            <C>
DEVELOPMENT STAGE EXPENSES

        General and administrative ...........   $    19,621    $    21,467    $    97,649
        Directors' fees, non-cash compensation          --             --            5,000
                                                 -----------    -----------    -----------

            TOTAL DEVELOPMENT STAGE EXPENSES .   $    19,621    $    21,467    $   102,649
                                                 -----------    -----------    -----------

(LOSS) BEFORE INCOME TAXES ...................   $   (19,621)   $   (21,467)   $  (102,649)

        Income tax expense ...................             0              0          1,600

NET (LOSS) ...................................   $   (19,621)   $   (21,467)   $  (104,249)
                                                 ===========    ===========    ===========

NET (LOSS) PER COMMON SHARE

        Basic and diluted ....................   $     (0.02)   $     (0.02)   $     (0.09)
                                                 ===========    ===========    ===========

WEIGHTED AVERAGE NUMBER OF COMMON
        SHARES OUTSTANDING

        Basic and diluted ....................     1,250,000      1,250,000      1,225,108
                                                 ===========    ===========    ===========
</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, 2006
                                   (Unaudited)

<CAPTION>
                                                                       DEFICIT
                                                                     ACCUMULATED
                                      COMMON STOCK        ADDITIONAL  DURING THE     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)
                                  ---------   ---------   ---------   ---------    ---------

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

Net (loss) for the three months
        ended May 31, 2006 ....        --          --          --       (19,621)     (19,621)
                                  ---------   ---------   ---------   ---------    ---------

Balance, May 31, 2006 .........   1,250,000   $     125   $  86,875   $(104,249)   $ (17,249)
                                  =========   =========   =========   =========    =========
</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 CASH FLOWS
                                   (Unaudited)

<CAPTION>
                                                                                                 FROM
                                                                                               DECEMBER
                                                                                               10, 2003
                                                                  FOR THE THREE MONTHS        (DATE OF
                                                                      ENDED MAY 31,           INCEPTION)
                                                               --------------------------     TO MAY 31,
                                                                   2006           2005           2006
                                                               -----------    -----------    -----------
                                                                             (as restated)
<S>                                                            <C>            <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
          Net (loss) .......................................   $   (19,621)   $   (21,467)   $  (104,249)
          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         52,000
                Amortization expense .......................          --            4,750         20,000
                Changes in operating assets and liabilities:
                     Accrued expenses ......................         3,380           --            8,980
                     Accrued expenses ......................           143           --              183
                                                               -----------    -----------    -----------

            NET CASH (USED) BY OPERATING ACTIVITIES ........        (5,698)        (6,317)       (18,086)
                                                               -----------    -----------    -----------


CASH FLOWS FROM FINANCING ACTIVITIES:
          Proceeds from loan payable - related party .......         6,500           --            9,000
          Proceeds from sale of common stock ...............          --             --           10,000
                                                               -----------    -----------    -----------

            NET CASH PROVIDED BY FINANCING ACTIVITES .......         6,500           --           19,000
                                                               -----------    -----------    -----------

NET INCREASE (DECREASE) IN CASH
          AND CASH EQUIVALENTS .............................   $       802    $    (6,317)   $       914

CASH AND CASH EQUIVALENTS
          AT THE BEGINNING OF
          THE PERIOD .......................................           112          9,940           --
                                                               -----------    -----------    -----------

CASH AND CASH EQUIVALENTS
          AT THE END OF THE PERIOD .........................   $       914    $     3,623    $       914
                                                               ===========    ===========    ===========
</TABLE>


                                       7
<PAGE>


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

<CAPTION>
                                                                                                 FROM
                                                                                               DECEMBER
                                                                                               10, 2003
                                                                  FOR THE THREE MONTHS        (DATE OF
                                                                      ENDED MAY 31,           INCEPTION)
                                                               --------------------------     TO MAY 31,
                                                                   2006           2005           2006
                                                               -----------    -----------    -----------
                                                                             (as restated)
<S>                                                            <C>            <C>            <C>
SUPPLEMENTAL DISCLOSURE OF
           CASH FLOW INFORMATION

           Interest paid ...................................   $      --      $      --      $      --
           Taxes paid ......................................   $      --      $      --      $       971

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.


                                       8
<PAGE>


                              FUTURA PICTURES, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                                  MAY 31, 2006

NOTE 1   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         ORGANIZATION AND NATURE OF BUSINESS

         Futura Pictures,  Inc. (the "Company") was incorporated  under the laws
         of the state of Delaware on December 10,  2003.  The Company was formed
         to engage in the  production,  and the  co-financing of motion pictures
         whose  production  budgets are estimated to range between  $500,000 and
         $1,500,000,  produced  solely  for  the  distribution  directly  to the
         domestic and international home video markets.

         PRESENTATION

         The interim  financial  statements  of the Company are condensed and do
         not  include  some of the  information  necessary  to obtain a complete
         understanding  of the  financial  data.  Management  believes  that all
         adjustments,  consisting of a normal recurring nature,  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,  2006 are not  necessarily
         indicative  of the  results  that may be  expected  for the year  ended
         February 28, 2007. Accordingly,  your attention is directed to footnote
         disclosures   found  in  the  February  28,  2006  Annual   Report  and
         particularly  to  Note 1,  which  includes  a  summary  of  significant
         accounting policies.

         In  connection  with the audit of our year ended  February 28, 2006, an
         estimate of the value of services  contributed by Buddy Young, CEO, was
         calculated to be approximately  $41, 600. The financial  statements for
         the quarter  ended May 31, 2005 have been restated to reflect the value
         of services contributed ($10,400) during that quarter.

         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


                                       9
<PAGE>



                              FUTURA PICTURES, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                                  MAY 31, 2006

         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 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,  2006,  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   INVESTMENT IN SCREENPLAYS

         During  January  2005,  the  Company  acquired  an option to purchase a
         screenplay  entitled  "Cass & Karri",  written by Don  Tsuchiyama,  the
         "Writer",  in exchange for 5,000 shares of the  Company's  common stock
         with an aggregate  value of $500. The agreement calls for the Writer to
         grant the Company an exclusive and  irrevocable  option to purchase all
         motion picture, television, and allied rights in "Cass & Karri" for the
         term of one year. In December  2005,  the Company and the Writer agreed
         to extend the agreement  until January 2007. The option has an exercise
         price of $10,000 upon  execution  plus one percent of the final budget,
         upon commencement of principal photography.


                                       10
<PAGE>



                              FUTURA PICTURES, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                                  MAY 31, 2006

         Also during January 2005, the Company  acquired an option to purchase a
         screenplay  entitled  "Life.dot.com",   written  by  Frank  Gillman  in
         exchange  for  5,000  shares  of the  Company's  common  stock  with an
         aggregate  value of $500.  The agreement  calls for the Writer to grant
         the Company an exclusive and irrevocable  option to purchase all motion
         picture,  television,  and allied rights in "Life.dot.com" for the term
         of one year.  In December  2005,  the Company and the Writer  agreed to
         extend the agreement  until  January  2007.  The option has an exercise
         price of $10,000 upon  execution  plus one percent of the final budget,
         upon commencement of principal photography.

         A summary of the Company's investment in screenplays is as follows:

                  "Cass & Karri", by Don Tsuchiyama           $  500
                  "Life.dot.com", by Frank Gillman               500
                                                              ------
                                                               1,000
                           Less accumulated amortization       1,000
                                                              ------
                           Total investment in screenplays    $    0
                                                              ======

NOTE 5   RELATED PARTY TRANSACTION

         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, 2007. The
         outstanding balance was $9,000 as of May 31, 2006.


                                       11
<PAGE>


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

CRITICAL ACCOUNTING POLICIES

SELECT FINANCIAL INFORMATION

                                                     For the Three Months Ended
                                                      5/31/06          5/31/05
                                                    (Unaudited)      (Unaudited)
Statement of Operations Data
Total revenue ................................        $   --           $   --
Operating loss ...............................        $(19,621)        $(21,467)
Net loss after taxes .........................        $(19,621)        $(21,467)
Net loss per share ...........................        $  (0.02)        $  (0.02)

Balance Sheet Data
Total assets .................................        $    914         $  7,681
Total liabilities ............................        $ 18,163         $   --
Stockholder's equity (deficit) ...............        $(17,249)        $  7,681

THREE-MONTH  PERIOD ENDED MAY 31, 2006 COMPARED TO THREE-MONTH  PERIOD ENDED MAY
31, 2005

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.


                                       12
<PAGE>


REVENUES

         Since our inception in 2003,  we have had no revenues from  operations,
and do not anticipate having any revenues from operations during fiscal 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 three  month  period  ended May 31,  2006,  we  incurred  a total of $19,621
general and  administrative  expenses.  This consisted of $10,400 of contributed
services by our CEO,  Buddy Young and $7,510 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 2005, we
incurred a total of $21,467 general and administrative  expenses. This consisted
primarily of $10,400 of contributed  services by our CEO, Buddy Young, $4,227 of
professional  fees  incurred for our audited  financial  statements  and related
filings and $4,750 in amortization of our loan commitment.

         While we cannot  guarantee the level of our expenses in the future,  we
anticipate  them to remain  constant  until  such time  that  production  of the
screenplays begin and we hire additional  employees and incur production related
expenses.

PLAN OF OPERATION

         Our main  focus  during the next 12 month  period  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
could  cause  the  existing  shareholder  to be  severely  diluted.  If  we  are
successful in raising the minimum


                                       13
<PAGE>


$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 2007.

         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,  assistance in the  preparation of this
Registration Statement, and negotiations with screenwriters.  We do not have any
consulting or employment agreements with any of our officers or directors.


                                       14
<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, 2007. As of May 31, 2006,  the balance owing on this agreement was
$9,000.  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 $914 on May 31, 2006.  At this time,  our only
known cash  resource  comes from an agreement  with our  President  and majority
shareholder  to fund any  shortfall  in cash flow up to  $100,000 at 8% interest
through June 30, 2007. As of May 31, 2006 the balance owing on this agreement is
$9,000. Payment of principal and interest is due on this loan on June 30, 2007.

         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 2007. 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.


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<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, 2006, 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.


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<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 5, 2006                     /S/ BUDDY YOUNG
                                        ------------------------------------
                                            Buddy Young, President and Chief
                                            Executive Officer


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