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

                                   Form 10-Q/A

(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, 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]

         The Registrant has 1,599,750  shares of Common stock,  par value $.0001
per share issued and outstanding as of June 30, 2008.

         There currently is no public market for the Company's Stock.

Indicate by check mark whether the registrant is a large  accelerated  filer, an
accelerated filer, a non-accelerated  filer, or a smaller reporting company. See
definitions  of "large  accelerated  filer,"  "accelerated  filer," and "smaller
reporting company" in Rule 12b-2 of the Exchange Act. (Check one):

 Large accelerated filer  [_]                Accelerated filer  [_]
 Non-accelerated filer    [_]                Smaller reporting company [X]
 (Do not check if a smaller reporting company)

         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 three months
ended  May 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 three months ended May 31, 2008 and
$13,000 for the period of  inception,  December 10, 2003, to May 31, 2008 and an
understatement of production in progress in the amount of $13,000.  Accordingly,
the  financial  statements  for the three  months  ended May 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
             May 31, 2008 and February 29, 2008 (as restated)                  5
         Condensed Statements of Operations
             For the Three  Months Ended May 31, 2008 and 2007 and from
             December 10, 2003 (Date of Inception) to
             May 31, 2008 (as restated)                                        6
         Condensed Statements of Shareholders' Deficit
             From December 10, 2003 (Date of Inception)
             to the May 31, 2008 (as restated)                                 7
         Condensed  Statements of Cash Flows For the Three Months Ended
             May 31, 2008 and 2007 and from  December 10, 2003 (Date of
             Inception) to May 31, 2008 (as restated)                          9
         Notes to Financial Statements (as restated)                          11

Item 2.  Management's Discussion and Analysis or Plan
         of Operation                                                         15

Item 3   Quantitative and Qualitative Disclosures About Market Risk           20

Item 4   Controls and Procedures                                              20

PART II  OTHER INFORMATION

Item 1.  Legal Proceedings                                                    20

Item 2.  Unregistered Sale of Equity and Use of Proceeds                      20

Item 3.  Defaults upon Senior Securities                                      20

Item 4.  Submission of Matters to a Vote of Security Holders                  20

Item 5.  Other Information                                                    20

Item 6.  Exhibits                                                             21

Signatures                                                                    22


                                       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>
                                                               MAY 31, 2008    FEBRUARY 29,
                                                                (Unaudited)        2008
                                                                AS RESTATED     AS RESTATED
                                                               ------------    ------------
<S>                                                            <C>             <C>
ASSETS

   Cash ....................................................   $     20,848    $     20,823
   Prepaid expenses ........................................           --             1,000
   Production in progress ..................................         13,000          11,000
                                                               ------------    ------------

        TOTAL ASSETS .......................................   $     33,848    $     32,823
                                                               ============    ============



LIABILITIES

   Accrued expenses ........................................   $     12,560    $      3,737
   Unearned revenue ........................................         25,000          25,000
   Accrued interest - related party ........................             31              12
   Loan payable - related party ............................            957             957
                                                               ------------    ------------

        TOTAL LIABILITIES ..................................         38,548          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 ..............................        234,740         217,396
   Deficit accumulated during the development stage ........       (239,600)       (214,433)
                                                               ------------    ------------

        TOTAL STOCKHOLDERS' EQUITY (DEFICIT) ...............         (4,700)          3,117
                                                               ------------    ------------

        TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)   $     33,848    $     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                     2003 (DATE
                                            MONTHS ENDED   FOR THE THREE    OF INCEPTION)
                                            MAY 31, 2008    MONTHS ENDED    MAY 31, 2008
                                             AS RESTATED    MAY 31, 2007     AS RESTATED
                                            ------------    ------------    ------------
<S>                                         <C>             <C>             <C>
DEVELOPMENT STAGE EXPENSES

   Selling, general and administrative ..   $     24,367    $     19,892    $    230,600
   Directors' fees, non-cash compensation           --              --             5,000
                                            ------------    ------------    ------------

       TOTAL DEVELOPMENT STAGE EXPENSES .         24,367          19,892         235,600
                                            ------------    ------------    ------------

(LOSS) BEFORE INCOME TAXES ..............        (24,367)        (19,892)       (235,600)

   Income tax expense ...................            800             800           4,000

NET (LOSS) ..............................   $    (25,167)   $    (20,692)   $   (239,600)
                                            ============    ============    ============

NET (LOSS) PER COMMON SHARE

   Basic and diluted ....................   $      (0.02)   $      (0.02)   $      (0.18)
                                            ============    ============    ============

WEIGHTED AVERAGE NUMBER OF COMMON
   SHARES OUTSTANDING

   Basic and diluted ....................      1,591,924       1,359,897       1,338,388
                                            ============    ============    ============
</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 MAY 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 MAY 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                         $    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                    --             --            5,150           --             5,150

Net (loss) for the three months
   ended May 31, 2008                   --             --             --          (25,167)        (25,167)
                                ------------   ------------   ------------   ------------    ------------

Balance, May 31, 2008              1,599,750   $        160   $    234,740   $   (239,600)   $     (4,700)
                                ============   ============   ============   ============    ============
</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
                                                          FOR THE                     DECEMBER 10,
                                                           THREE        FOR THE      2003 (DATE OF
                                                       MONTHS ENDED      THREE       INCEPTION) TO
                                                       MAY 31, 2008   MONTHS ENDED   MAY 31, 2008
                                                        AS RESTATED   MAY 31, 2007    AS RESTATED
                                                        -----------    -----------    -----------
<S>                                                     <C>            <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net (loss) .......................................   $   (25,167)   $   (20,692)   $  (239,600)
   Adjustments to reconcile net (loss) to net cash
     (used) by operating activities:
         Common stock issued for directors' fees ....          --             --            5,000
         Contributed services .......................         5,150         10,400        129,950
         Amortization expense .......................          --             --           20,000
         Changes in operating assets and liabilities:
              Prepaid expenses ......................         1,000           --             --
              Accrued expenses ......................         8,842          7,410         12,591
              Unearned revenue ......................          --             --           25,000
                                                        -----------    -----------    -----------

     NET CASH (USED) BY  OPERATING ACTIVITIES .......       (10,175)        (2,882)       (47,059)
                                                        -----------    -----------    -----------


CASH FLOWS (USED) BY INVESTING ACTIVITIES:
   Production in progress ...........................        (2,000)          --          (13,000)
                                                        -----------    -----------    -----------

     NET CASH (USED) BY FINANCING 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          2,000         79,950
                                                        -----------    -----------    -----------

     NET CASH PROVIDED BY FINANCING ACTIVITIES ......        12,200          2,000         80,907
                                                        -----------    -----------    -----------

NET INCREASE (DECREASE) IN CASH .....................            25           (882)        20,848

CASH AT THE BEGINNING OF THE PERIOD .................        20,823          5,151           --
                                                        -----------    -----------    -----------

CASH AT THE END OF THE PERIOD .......................   $    20,848    $     4,269    $    20,848
                                                        ===========    ===========    ===========
</TABLE>


                                        9
<PAGE>


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

<CAPTION>
                                                                                      FROM
                                                      FOR THE                     DECEMBER 10,
                                                       THREE        FOR THE      2003 (DATE OF
                                                   MONTHS ENDED      THREE       INCEPTION) TO
                                                   MAY 31, 2008   MONTHS ENDED   MAY 31, 2008
                                                    AS RESTATED   MAY 31, 2007    AS RESTATED
                                                    -----------    -----------    -----------
<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)
                     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 three
         months  ended  May 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 three
         months  ended May 31,  2008 and  $13,000  for the period of  inception,
         December 10, 2003, to May 31, 2008 and an  understatement of production
         in  progress  in the  amount of  $13,000.  Accordingly,  the  financial
         statements  for the three months ended May 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 three  months ended May 31, 2008
         are not necessarily  indicative of the results that may be expected for
         the year ended  February  28,  2009.  Accordingly,  your  attention  is
         directed to footnote  disclosures found in the February 29, 2008 Annual
         Report  and  particularly  to Note  1,  which  includes  a  summary  of
         significant accounting policies.

         UNCLASSIFIED BALANCE SHEET

         In accordance  with the provisions of AICPA Statement of Position 00-2,
         "ACCOUNTING  BY PRODUCERS OR  DISTRIBUTORS  OF FILMS",  the Company has
         elected to present an unclassified balance sheet.


                                       11
<PAGE>


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

         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.

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.


                                       12
<PAGE>


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

NOTE 3   DEVELOPMENT STAGE OPERATIONS

         As of May  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.

NOTE 5   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  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 May
         31, 2008.

         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


                                       13
<PAGE>

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

         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 May 31,  2008,  the  Company's  costs  incurred  were
         $13,000 under this agreement.

NOTE 6   STOCKHOLDERS' DEFICIT

         For the  three  months  ended  May 31,  2008 and  2007,  the  Company's
         President  devoted  time to the  development  process  of the  Company.
         Compensation expense totaling $10,400 has been recorded in each period.
         Of this amount, the President was paid $5,250 and $-0- during the three
         months ended May 31, 2008 and 2007,  respectively.  The  President  has
         waived  reimbursement  of $5,150 and  $10,400  during the three  months
         ended May 31, 2008 and 2007, respectively.

NOTE 7   SUBSEQUENT EVENT (UNAUDITED)

         During June 2008,  the  Company  submitted  the script to the  Hathaway
         Group in  accordance  with the  Agreement  (see Note 4) and received an
         additional $25,000 payment.


                                       14
<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.


                                       15
<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

                                                  For the Three Months Ended
                                               --------------------------------
                                                 5/31/08              5/31/07
                                               (Unaudited)          (Unaudited)
                                               ------------        ------------

Statement of Operations Data
Total revenue ..........................       $       --          $       --
Operating loss .........................       $    (24,367)       $    (19,892)
Net loss after taxes ...................       $    (25,167)       $    (20,692)
Net loss per share .....................       $      (0.02)       $      (0.02)

Balance Sheet Data
Total assets ...........................       $     33,848        $      4,269
Total liabilities ......................       $     38,548        $     23,670
Stockholder's equity (deficit) .........       $     (4,700)       $    (19,401)


THREE-MONTH  PERIOD ENDED MAY 31, 2008 COMPARED TO THREE-MONTH  PERIOD ENDED MAY
31, 2007

GENERAL

         The Company was incorporated on December 10, 2003. We had no operations
until  fiscal  2005.  On January 19, 2005 we acquired an option on a  screenplay
entitled CASS & KARRI,  written by Don Tsuchiyama.  The plot revolves around two
mismatched  young women,  both  accomplished  thieves,  who are hired to steal a
high-tech "invisibility" suit. The intrigue is whether the people who hired them
are the  good  guys  they  claim to be or is  something  far  more  devious  and
dangerous  behind this caper?  The two women,  despite  mutual  disgust for each
other, need to figure it out to save their skins.


                                       16
<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  (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,
although we  anticipate  having  revenues  from  operations  during  fiscal 2009
related to the production of a documentary.

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,  2008,  we  incurred  a total of $24,367
general and  administrative  expenses.  This  consisted of $5,150 of contributed
services by our CEO,  Buddy Young,  $5,250 of  compensation  expense paid to our
CEO,  Buddy  Young and $9,198 of  professional  fees  incurred  for our  audited
financial  statements and related  filings.  We valued the contributed  services
from Buddy Young at $100 per hour. During the same period in 2007, we incurred a
total of $19,892 general and administrative  expenses.  This consisted primarily
of  $10,400  of  contributed  services  by  our  CEO,  Buddy  Young,  $8,154  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.


                                       17
<PAGE>


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.

         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.


                                       18
<PAGE>


         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 May 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.

LIQUIDITY AND CAPITAL RESOURCES

         We are a development stage company with no operating history.

         We had a cash  balance  of $20,848  on May 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 May
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  February  28,  2009.  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.

         During June 2008,  we submitted  the script to the  Hathaway  Group and
received an  additional  $25,000  payment per the  Agreement.  See Note 4 to the
financial statements.


                                       19
<PAGE>


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.


                                     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, 2008, no matters were submitted to the
         Company's security holders.

ITEM 5.  OTHER INFORMATION    None.


                                       20
<PAGE>


ITEM 6.  EXHIBITS

         31.1     Certification of CEO Pursuant to Securities Exchange Act Rules
                  13a-14 and 15d-14,  as Adopted  Pursuant to Section 302 of the
                  Sarbanes-Oxley Act of 2002.

         32.1     Certification  Pursuant to 18 U.S.C.  Section 1350, as Adopted
                  Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.


                                       21
<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


                                       22