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

                                    Form 10-Q

(Mark One)
[X]      Quarterly  Report under Section 13 or 15(d) of the Securities  Exchange
         Act of 1934

                For the quarterly period ended November 30, 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 [_]

         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 the definitions of "large accelerated filer,"  "accelerated filer"
and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer [_]                        Accelerated filer [_]

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

         Check whether the issuer is a "shell  company" as defined in Rule 12b-2
of the Securities Exchange Act of 1934. Yes [_] No [X]

         As of November  30, 2008 the issuer had of  1,599,750  shares of common
stock outstanding.

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

         Traditional Small Business Disclosure Format (check one) Yes [_] No [X]


<PAGE>


                            INDEX TO QUARTERLY REPORT
                                  ON FORM 10-Q


PART I   FINANCIAL INFORMATION
                                                                            PAGE
                                                                            ----
Item 1.  Financial Statements (Unaudited)
         Condensed Balance Sheets
             November 30, 2008 and February 29, 2008                           4
         Condensed Statements of Operations
             For the Three and Nine Month Periods
             Ended November 30, 2008 and 2007 and from
             December 10, 2003 (Date of Inception) to
             November 30, 2008                                                 5
         Condensed Statements of Shareholders' Equity (Deficit)
             From December 10, 2003 (Date of Inception)
             To November 30, 2008                                            6-7
         Condensed Statements of Cash Flows
             For the Nine Months  Ended  November 30, 2008 and 2007
             and from December 10, 2003 (Date of Inception) to
             November 30, 2008                                               8-9
         Notes to Financial Statements                                     10-14


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                                                    21

Item 2.  Changes in Securities and Use of Proceeds                            21

Item 3.  Defaults upon Senior Securities                                      21

Item 4.  Submission of Matters to a Vote of Security Holders                  21

Item 5.  Other Information                                                    21

Item 6.  Exhibits                                                             21

Signatures                                                                    22


                                       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>
                                                                NOVEMBER 30,    FEBRUARY 29,
                                                                   2008            2008
                                                                (Unaudited)    (As Restated)
                                                               ------------    ------------
<S>                                                            <C>             <C>
ASSETS

   Cash ....................................................   $      1,749    $     20,823
   Prepaid expenses ........................................           --             1,000
   Production in progress ..................................         13,000          11,000
                                                               ------------    ------------

        TOTAL ASSETS .......................................   $     14,749    $     32,823
                                                               ============    ============



LIABILITIES

   Accrued expenses ........................................   $      5,215    $      3,737
   Unearned revenue ........................................         50,000          25,000
   Accrued interest - related party ........................             69              12
   Loan payable - related party ............................            957             957
                                                               ------------    ------------

        TOTAL LIABILITIES ..................................         56,241          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 ..............................        244,740         217,396
   Deficit accumulated during the development stage ........       (286,392)       (214,433)
                                                               ------------    ------------

        TOTAL STOCKHOLDERS' EQUITY (DEFICIT) ...............        (41,492)          3,117
                                                               ------------    ------------

        TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)   $     14,749    $     32,823
                                                               ============    ============
</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 STOCKHOLDERS' EQUITY (DEFICIT)
                      FOR THE PERIOD FROM DECEMBER 10, 2003
                    (DATE OF INCEPTION) TO NOVEMBER 30, 2008
                                   (UNAUDITED)

<CAPTION>
                                                                                                                FROM
                                                           FOR THE THREE                    FOR THE NINE    DECEMBER 10,
                                           FOR THE THREE    MONTHS ENDED     FOR THE NINE   MONTHS ENDED    2003 (DATE OF
                                            MONTHS ENDED    NOVEMBER 30,     MONTHS ENDED   NOVEMBER 30,    INCEPTION) TO
                                            NOVEMBER 30,        2007         NOVEMBER 30,       2007        NOVEMBER 30,
                                                2008        (As Restated)       2008        (As Restated)       2008
                                            ------------    ------------    ------------    ------------    ------------
<S>                                         <C>             <C>             <C>             <C>             <C>
DEVELOPMENT STAGE EXPENSES

   Selling, general and administrative ..   $     18,024    $     13,921    $     57,901    $     49,159    $    264,134
   Production costs .....................         13,258            --            13,258            --            13,258
   Directors' fees, non-cash compensation           --              --              --              --             5,000
                                            ------------    ------------    ------------    ------------    ------------

       TOTAL DEVELOPMENT STAGE EXPENSES .         31,282          13,921          71,159          49,159         282,392
                                            ------------    ------------    ------------    ------------    ------------

(LOSS) BEFORE INCOME TAXES ..............        (31,282)        (13,921)        (71,159)        (49,159)       (282,392)

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

NET (LOSS) ..............................   $    (31,282)   $    (13,921)   $    (71,959)   $    (49,959)   $   (286,392)
                                            ============    ============    ============    ============    ============

NET (LOSS) PER COMMON SHARE

   Basic and diluted ....................   $      (0.02)   $      (0.01)   $      (0.05)   $      (0.03)   $      (0.21)
                                            ============    ============    ============    ============    ============

WEIGHTED AVERAGE NUMBER OF COMMON
   SHARES OUTSTANDING

   Basic and diluted ....................      1,599,750       1,527,761       1,597,132       1,433,848       1,371,953
                                            ============    ============    ============    ============    ============
</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' EQUITY (DEFICIT)
                      FOR THE PERIOD FROM DECEMBER 10, 2003
                    (DATE OF INCEPTION) TO NOVEMBER 30, 2008
                                   (UNAUDITED)

<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)
                                ------------   ------------   ------------   ------------    ------------

Issuance of common stock for
   cash .....................        102,750             10         20,540           --            20,550
</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 NOVEMBER 30, 2008
                                   (UNAUDITED)

<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>
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
   (as restated) .............     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 .........          --             --           15,150           --            15,150

Net (loss) for the nine months
   ended November 30, 2008 ...          --             --             --          (71,959)        (71,959)
                                ------------   ------------   ------------   ------------    ------------

Balance, November 30, 2008 ...     1,599,750   $        160   $    244,740   $   (286,392)   $    (41,492)
                                ============   ============   ============   ============    ============
</TABLE>


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


                                       7
<PAGE>


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

<CAPTION>
                                                                                            From
                                                                        For the Nine    December 10,
                                                        For the Nine    Months Ended    2003 (Date of
                                                        Months Ended    November 30,    Inception) to
                                                        November 30,        2007        November 30,
                                                            2008        (As Restated)       2008
                                                        ------------    ------------    ------------
<S>                                                     <C>             <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net (loss) .......................................   $    (71,959)   $    (49,959)   $   (286,392)
   Adjustments to reconcile net (loss) to net cash
     (used) by operating activities:
         Common stock issued for directors' fees ....           --              --             5,000
         Contributed services .......................         15,150          31,200         139,950
         Amortization expense .......................           --              --            20,000
         Changes in operating assets and liabilities:
              Prepaid expenses ......................          1,000          (2,000)           --
              Production in progress ................         (2,000)         (5,000)        (13,000)
              Accrued expenses ......................          1,535             919           5,284
              Unearned revenue ......................         25,000            --            50,000
                                                        ------------    ------------    ------------

     NET CASH (USED) BY  OPERATING ACTIVITIES .......        (31,274)        (24,840)        (79,158)
                                                        ------------    ------------    ------------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Proceeds from loan payable - related party .......           --              --            11,500
   Repayments on loan payable - related party .......           --            (7,601)        (10,543)
   Proceeds from sale of common stock ...............         12,200          37,200          79,950
                                                        ------------    ------------    ------------

     NET CASH PROVIDED BY FINANCING ACTIVITIES ......         12,200          29,599          80,907
                                                        ------------    ------------    ------------

NET INCREASE (DECREASE) IN CASH .....................        (19,074)          4,759           1,749

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

CASH AT THE END OF THE PERIOD .......................   $      1,749    $      9,910    $      1,749
                                                        ============    ============    ============
</TABLE>


                                       8
<PAGE>

<PAGE>


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

<CAPTION>
                                                                                            From
                                                                        For the Nine    December 10,
                                                        For the Nine    Months Ended    2003 (Date of
                                                        Months Ended    November 30,    Inception) to
                                                        November 30,        2007        November 30,
                                                            2008        (As Restated)       2008
                                                        ------------    ------------    ------------
<S>                                                     <C>             <C>             <C>
SUPPLEMENTAL DISCLOSURE OF
   CASH FLOW INFORMATION

   Interest paid ....................................   $       --      $       --      $       --
   Taxes paid .......................................   $        800    $        800    $      3,371

SCHEDULE OF NON-CASH INVESTING AND
   FINANCING ACTIVITIES:

   Issuance of 50,000 shares of common stock
   for directors' fees ..............................   $       --      $       --      $      5,000

   Issuance of 190,000 shares of common stock
   for loan commitment ..............................   $       --      $       --      $     19,000

   Issuance of 10,000 shares of common stock
   for screenplay options ...........................   $       --      $       --      $      1,000
</TABLE>


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


                                       9
<PAGE>


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

NOTE 1   BUSINESS AND PRESENTATION

         RESTATEMENT

         The Company has restated its  financial  statements  for the year ended
         February 29, 2008 to properly  state costs  incurred on its  production
         contract with the Hathaway Group (see Note 4). The financial statements
         previously  reported  costs  incurred to develop the script as Research
         and Development  expense.  These costs should have been  capitalized as
         Film Costs.  Total assets at February  29, 2008 have been  increased by
         $11,000 and the net loss has been reduced by the corresponding  amount.
         For the  period  ended  November  30,  2007,  total  assets  have  been
         increased  by  $5,000  and  the  net  loss  has  been  reduced  by  the
         corresponding amount.

         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 nine months  ended  November 30,
         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.


                                       10
<PAGE>


         UNCLASSIFIED BALANCE SHEET

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

         USE OF ESTIMATES

         The  preparation of financial  statements in conformity with accounting
         principles  generally accepted in the United States of America requires
         management to make certain  estimates and  assumptions  that affect the
         reported  amounts and timing of revenues  and  expenses,  the  reported
         amounts  and   classification  of  assets  and  liabilities,   and  the
         disclosure of contingent  assets and  liabilities.  These estimates and
         assumptions  are based on the Company's  historical  results as well as
         management's  future  expectations.  The Company's actual results could
         vary materially from management's estimates and assumptions.

         PRODUCTION COSTS

         The  Company  periodically  incurs  costs to produce  new  videos.  The
         Company  has no  historical  revenue to aid  management  in  accurately
         forecasting revenues to be earned on these videos and has, accordingly,
         expensed such costs as incurred.  The Company expensed $13,258 and $-0-
         during the nine months ended November 30, 2008 and 2007, respectively.

         RECENT PRONOUNCEMENTS

         In May 2008,  the FASB issued SFAS No. 162, "The Hierarchy of Generally
         Accepted  Accounting   Principles"  ("SFAS  No.  162").  SFAS  No.  162
         identifies  the sources of accounting  principles and the framework for
         selecting  the  principles to be used in the  preparation  of financial
         statements  presented in conformity with generally accepted  accounting
         principles  in the  United  States  of  America.  SFAS No.  162 will be
         effective 60 days  following the SEC's  approval of the Public  Company
         Accounting  Oversight Board (PCAOB)  amendments to AU Section 411, "The
         Meaning  of,  Present  fairly in  conformity  with  generally  accepted
         accounting principles". The Company does not believe the implementation
         of SFAS  No.  162  will  have a  material  impact  on its  consolidated
         financial statements.


                                       11
<PAGE>


         In February  2007, the FASB issued SFAS No. 159, "The Fair Value Option
         for Financial Assets and Financial Liabilities," which permits entities
         to choose to measure many financial instruments and certain other items
         at fair value. SFAS No. 159 also includes an amendment to SFAS No. 115,
         "Accounting  for  Certain  Investments  in Debt and Equity  Securities"
         which  applies to all  entities  with  available-for-sale  and  trading
         securities.  This  Statement  is  effective  as of the  beginning of an
         entity's  first  fiscal year that begins after  November 15, 2007.  The
         Company's  adoption  of SFAS No. 159 did not have a material  impact on
         its consolidated financial statements.

         In  September   2006,  the  FASB  issued  SFAS  No.  157,  "Fair  Value
         Measurements."   The  Statement  defines  fair  value,   establishes  a
         framework for  measuring  fair value in generally  accepted  accounting
         principles and expands disclosures about fair value  measurements,  and
         does  not  require  any new fair  value  measurements.  This  Statement
         applies under other  accounting  pronouncements  that require or permit
         fair value  measurements.  The  Statement is  effective  for the fiscal
         years  beginning  after  November  15,  2007.  The Company  adopted the
         provisions  of SFAS No. 157 for the  financial  assets and  liabilities
         recognized  at  fair  value  on a  recurring  and  non-recurring  basis
         effective March 1, 2008. FSP No. 157-2 delays the effective date of FAS
         Statement No. 157 for nonfinancial assets and nonfinancial liabilities.
         The  adoption  of SFAS No.  157 did not have a  material  impact on the
         Company's consolidated financial statements.


NOTE 2   SIGNIFICANT  UNCERTAINTY REGARDING THE COMPANY'S ABILITY TO CONTINUE AS
         A GOING CONCERN AND MANAGEMENT PLANS

         The  accompanying  financial  statements  have been prepared on a going
         concern basis,  which  contemplates  the  realization of assets and the
         satisfaction  of  liabilities  in the normal  course of  business.  The
         Company's  current financial  resources are not considered  adequate to
         fund its planned  operations.  This condition raises  substantial doubt
         about its  ability to  continue as a going  concern.  The  accompanying
         financial  statements  do not include any  adjustments  relating to the
         recoverability  and  classification  of recorded  asset  amounts or the
         amounts  and  classification  of  liabilities  that might be  necessary
         should the Company be unable to continue as a going concern.


                                       12
<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.

NOTE 3   DEVELOPMENT STAGE OPERATIONS

         As of November 30, 2008,  the Company was in the  development  stage of
         operations.  According to the Financial  Accounting  Standards Board of
         the Financial  Accounting  Foundation,  a development  stage Company is
         defined  as  a  company  that  devotes  most  of  its   activities   to
         establishing a new business  activity.  In addition,  planned principal
         activities  have  not  commenced,  or have  commenced  and have not yet
         produced significant revenue.

NOTE 4   UNEARNED REVENUE

         On December 27, 2007, the Company  entered into a Production  Agreement
         (the  "Agreement") with the Hathaway Group to develop and produce a one
         hour television documentary (the "Project").  The material terms of the
         Agreement  are:  (a)  the  Company  will  receive   $150,000  as  total
         compensation  for writing,  shooting,  producing,  editing,  and in all
         respects  completing the Project in accordance with standard television
         broadcast  specifications;  (b) upon signing the Agreement, the Company
         received the initial payment of $25,000  (recorded as Deferred  Revenue
         in the  accompanying  balance  sheet),  with the  balance to be paid in
         accordance with the Agreement's  materials delivery  schedule;  (c) the
         Company shall  supervise and be responsible  for the entire  production
         work, and shall arrange and pay for all materials and labor required to
         complete  the Project;  and, (d) the Company  shall submit a script for
         the Project no later than June 30, 2008,  for review and approval,  and
         complete the Project no later than December 31, 2008. During June 2008,
         the Company  submitted  the script to the Hathaway  Group in accordance
         with the Agreement and received an additional  $25,000  payment in July
         2008.  During the quarter ended  November 30, 2008,  the Hathaway Group
         requested the Company  suspend  production due to the overall  economic
         environment.


                                       13
<PAGE>


NOTE 5   RELATED PARTY TRANSACTIONS

         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,  2009.  The note bears  interest at 8% and is due upon  demand,  no
         later  than  June 30,  2010.  The  outstanding  balance  was $957 as of
         November 30, 2008.

         CONSULTING AGREEMENT

         During September 2007, the Company entered into a consulting  agreement
         with Calvin  Young,  brother to the Company's  President,  Buddy Young,
         whereby  Calvin  Young  provides  the  Company  consulting  services in
         relation to the development of a script to the Hathaway Group (see Note
         4). Per the  agreement,  the Company paid Calvin Young $2,000 per month
         and the term is six months. For the nine months ended November 30, 2008
         and 2007, the Company's payments were $2,000 and $5,000,  respectively,
         under this agreement.

NOTE 6   STOCKHOLDERS' DEFICIT

         For the nine months  ended  November 30, 2008 and 2007,  the  Company's
         President  devoted  time to the  development  process  of the  Company.
         Compensation expense totaling $31,200 has been recorded in each period.
         Of this amount, the President was paid $16,050 and $-0- during the nine
         months ended  November 30, 2008 and 2007,  respectively.  The President
         has waived  reimbursement of $15,150 and $31,200 during the nine months
         ended November 30, 2008 and 2007, respectively.


                                       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 one
accounting  policy that we believe is key to an  understanding  of our financial
statements.  This is an important  accounting policy that requires  management's
most difficult, subjective judgment.

         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.


                                       15
<PAGE>


<TABLE>
SELECT FINANCIAL INFORMATION

<CAPTION>
                                  FOR THE THREE MONTHS ENDED       FOR THE NINE MONTHS ENDED
                                 ----------------------------    ----------------------------
                                                 November 30,                    November 30,
                                 November 30,        2007        November 30,        2007
                                     2008        (As Restated)       2008        (As Restated)
                                 ------------    ------------    ------------    ------------
<S>                              <C>             <C>             <C>             <C>
STATEMENT OF OPERATIONS DATA

Total Revenue ................   $       --      $       --      $       --      $       --
Operating Loss ...............   $    (31,282)   $    (13,921)   $    (71,159)   $    (49,159)
Net loss after taxes .........   $    (31,282)   $    (13,921)   $    (71,959)   $    (49,959)
Net loss per share ...........   $      (0.01)   $      (0.01)   $      (0.05)   $      (0.04)

Balance Sheet Data

Total assets .................   $     14,749    $     16,910    $     14,749    $     16,910
Total liabilities ............   $     56,241    $      9,578    $     56,241    $      9,578
Stockholders' equity (deficit)   $    (41,492)   $      7,332    $    (41,492)   $      7,332
</TABLE>


THREE-MONTH  PERIOD ENDED NOVEMBER 30, 2008 COMPARED TO THREE-MONTH PERIOD ENDED
NOVEMBER 30, 2007

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. 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.

         Further,  On December 27, 2007,  the Company  entered into a Production
Agreement (the "Agreement") with the Hathaway Group to develop and produce a one
hour television documentary (the "Project"). The material terms of the Agreement
are: (a) the Company will receive  $150,000 as total  compensation  for writing,
shooting,  producing,  editing,  and in all respects  completing  the Project in
accordance with standard television broadcast  specifications;  (b) upon signing
the Agreement,  the Company received the initial payment of $25,000 (recorded as
Deferred Revenue in the accompanying balance sheet), with the balance to be paid
in accordance with the Agreement's materials delivery schedule;  (c) the Company
shall  supervise and be responsible  for the entire  production  work, and shall
arrange and pay for all  materials  and labor  required to complete the Project;
and,  (d) the Company  shall  submit a script for the Project no later than June
30,  2008,  for review and  approval,  and  complete  the  Project no later than
December 31, 2008.  During June 2008,  the Company  submitted  the script to the
Hathaway  Group in  accordance  with the  Agreement  and received an  additional
$25,000 payment in July 2008.


                                       16
<PAGE>


         During the quarter  ended  November  30,  2008,  as a result of current
economic  conditions,  the Hathaway Group requested,  and the Company agreed, to
put the project on hold. All our work has ceased on the  documentary,  and there
can be no assurance that production of the  documentary  will ever be completed,
or that the Company  will  receive any  additional  funds  pursuant to the above
referenced agreement.

         During the quarter  ended  November  30,  2008,  the Company  commenced
production on an approximately 45 minute "how-to" DVD entitled, THE 5 SECRETS OF
COMMUNICATION THAT SWEPT OBAMA TO THE PRESIDENCY.

REVENUES

         Since our inception in 2003,  we have had no revenues from  operations,
and do not anticipate having any revenues from operations during 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  November 30, 2008,  we incurred a total of $18,024
selling,  general and  administrative  expenses.  This  consisted  of $10,400 of
services  provided  by our  CEO,  Buddy  Young  of  which  $5,400  was  paid and
reimbursement of the remaining $5,000 was waived and $5,363 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 $13,921  general and  administrative  expenses.
This consisted primarily of $10,400 of services provided by our CEO, Buddy Young
which Mr. Young waived reimbursement of and $3,353 of professional fees incurred
for our audited financial statements and related filings.

         During the three months ended November 30, 2008, we incurred $13,258 in
production  cost related to a dvd and workbook  combination we are creating.  We
have no historical  revenue to aid us in accurately  forecasting  revenues to be
earned on these videos and have, accordingly, expensed such costs as incurred.


                                       17
<PAGE>


NINE-MONTH  PERIOD ENDED  NOVEMBER 30, 2008 COMPARED TO NINE-MONTH  PERIOD ENDED
NOVEMBER 30, 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 nine month period ended  November 30, 2008,  we incurred a total of $57,901,
selling,  general and  administrative  expenses.  This  consisted  of $31,200 of
services  provided  by our  CEO,  Buddy  Young  of  which  $16,050  was paid and
reimbursement  of the remaining  $15,150 was waived and $19,252 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 $49,159  general and  administrative
expenses.  This consisted  primarily of $31,200 of  contributed  services by our
CEO,  Buddy  Young,  $17,311  of  professional  fees  incurred  for our  audited
financial statements and related filings.

         During the nine months ended November 30, 2008, we incurred  $13,258 in
production  cost related to a dvd and workbook  combination we are creating.  We
have no historical  revenue to aid us in accurately  forecasting  revenues to be
earned on these videos and have, accordingly, expensed such costs as incurred.

         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

         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. As explained above, as a result of current economic conditions, the
Hathaway Group  requested,  and the Company agreed,  to put the project on hold.
All work related to the production of the documentary has ceased.

         During the next  twelve  months in addition to our efforts to raise the
funds required to implement our business plan, our activities  will be comprised
of completing the above mentioned  "how-to" DVD. Among others,  these activities
include:   (a)  completing  the  post  production   process,   (b)  establish  a
distribution  network (c) institute a marketing  campaign,  and (d) complete the
development of a website for online sales of the DVD.  Further,  management will
explore the possibility of producing additional "how-to" DVDs.


                                       18
<PAGE>


         If during the next twelve  months we are unable to raise the  necessary
funds  through the sale of  additional  equity,  or from  traditional  borrowing
sources,  we may be forced to scale back our  operations,  or to totally abandon
our business  plan of  producing  feature  films for home video,  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.

          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 and 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,  participating  in the co-financing of films
produced by other  companies,  and the  production of one or more "how-to" DVDs.
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.  However, we anticipate that 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  limited
operations through the next 12 months.

         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.

         In February 2005,  the Company  issued to our  president,  Buddy Young,
190,000 shares as  compensation  for his agreement to lend up to $100,000 to the
Company to fund any cash  shortfalls  through  December 31, 2009. The note bears
interest at 8% and is due no later than June 30, 2010.  As of November 30, 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 our vice president 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.


                                       19
<PAGE>


LIQUIDITY AND CAPITAL RESOURCES

         We are a development stage company with no operating history.

         We had a cash balance of $1,749 on November 30, 2008. 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  December 31, 2009, and the sale of equity.  As of November 30, 2008 the
balance  owing on this  agreement is $957.  Payment of principal and interest is
due on this loan on June 30,  2010.  During the nine months  ended  November 30,
2008 we sold 61,000  shares of our common stock at $0.20 per share.  As a result
of the sale of these shares the Company received a total of $12,200.

         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  December  31,  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.

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 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.

         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.


                                       20
<PAGE>


                                     PART II
                                OTHER INFORMATION


ITEM 1.  LEGAL PROCEEDINGS  None.

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS   None.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES   None.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         During the quarter ended  November 30, 2008, no matters were  submitted
         to the Company's security holders.

ITEM 5.  OTHER INFORMATION  None.

ITEM 6.  EXHIBITS

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

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


                                       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: January 9, 2009          /S/ BUDDY YOUNG
                                ------------------------------------
                                    Buddy Young, President and Chief
                                    Executive Officer


                                       22