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

                                   FORM 10-KSB

     (Mark One)

[X]      ANNUAL REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES  EXCHANGE ACT
         OF 1934

         For the fiscal year ended February 28, 2006

[_]      TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES  EXCHANGE
         ACT OF 1934

            For the transition period from ___________ to ___________

                       Commission file number: 333-123611

                              FUTURA PICTURES, INC.
                  --------------------------------------------
                 (Name of small business issuer in its charter)

          Delaware                                            56-2495218
-------------------------------                             --------------
(State or other jurisdiction of                             (IRS Employer
incorporation or organization)                             Identification No.)

    17337 Ventura Boulevard, Suite 208, Encino, California        91316
    ------------------------------------------------------     ----------
          (Address of principal executive offices)             (Zip Code)

                                 (818) 784-0040
                             ----------------------
                           (Issuer's telephone number)

Securities registered under Section 12(b) of the Exchange Act:

Title of each class registered:  None       Name of each exchange on which
                                            registered:  None

Securities registered under Section 12(g) of the Exchange Act:

                          Common Stock, par value $.001
                          -----------------------------
                                (Title of class)

         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 for 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 if no disclosure of delinquent  filers in response to Item 405 of
Regulation S-B is contained in this form,  and no disclosure  will be contained,
to the best of  registrant's  knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in Part III of this Form  10-KSB or any
amendment to this Form 10-KSB. [ ]

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

         The issuer had no revenues from operations during the fiscal year ended
February 28, 2006.

         As of February  28, 2006 the issuer had of  1,250,000  shares of common
stock outstanding.

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

     Documents incorporated by reference:  None

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


<PAGE>


                                    CONTENTS
                                                                            PAGE
                                                                            ----
PART I

    Item 1.    Description of Business.........................................3
    Item 2.    Description of Property.........................................8
    Item 3.    Legal Proceedings...............................................9
    Item 4.    Submission of Matters to a Vote of Security Holders.............9

PART II

    Item 5.    Market for Common Equity and Related Stockholder Matters........9
    Item 6.    Management's Discussion and Analysis or Plan of Operation......10
    Item 7.    Financial Statements...........................................15
    Item 8.    Changes in and Disagreements with Accountants on
                  Accounting and Financial Disclosure.........................29
    Item 8A.   Controls and Procedure.........................................29

PART III

    Item 9.    Directors, Executive Officers, Promoters and Control
                  Persons; Compliance with Section 16(a) of the
                  Exchange Act................................................29
    Item 10.   Executive Compensation.........................................33
    Item 11.   Security Ownership of Certain Beneficial Owners and
                  Management..................................................34
    Item 12.   Certain Relationships and Related Transactions.................35
    Item 13.   Exhibits.......................................................36
    Item 14.   Principal Accountant Fees and Services.........................36

SIGNATURES         ...........................................................37


                           FORWARD-LOOKING STATEMENTS

This report contains forward-looking  statements. The forward-looking statements
include  all  statements  that  are  not  statements  of  historical  fact.  The
forward-looking  statements are often identifiable by their use of words such as
"may," "expect,"  "believe,"  "anticipate,"  "intend,"  "could,"  "estimate," or
"continue,"  or the negative or other  variations of those or comparable  terms.
Our  actual  results  could  differ  materially  from  the  anticipated  results
described  in the  forward-looking  statements.  Factors  that could  affect our
results   include,   but  are  not  limited  to,  those  discussed  in  Item  6,
"Management's  Discussion  and  Analysis  or Plan  of  Operation"  and  included
elsewhere in this report.


                                       2
<PAGE>


ITEM 1. DESCRIPTION OF BUSINESS

(a) BACKGROUND

         We were  incorporated  in the State of Delaware on December  10,  2003.
During  the next  twelve  months  management  devoted  its time to  develop  our
business plan of producing and  co-financing  motion  pictures whose  production
budgets are estimated to range between $500,000 and $1,500,000,  (referred to in
this document as "low budget films"),  produced  solely for  distribution to the
domestic and international home video markets.

         On January 19, 2005 we acquired an option on a screenplay entitled CASS
& KARRI,  written by Don  Tsuchiyama.  The plot revolves  around two  mismatched
young  women,  both  accomplished  thieves,  who are hired to steal a  high-tech
"invisibility"  suit.  The intrigue is whether the people who hired them are the
good guys they claim to be...or is  something  far more  devious  and  dangerous
behind this caper? The two women, despite mutual disgust for each other, need to
figure it out to save their skins.

         Additionally, on January 24, 2005 we acquired an option on a screenplay
entitled LIFE-DOT-COM, written by Frank Gillman. The sci-fi comedy plot revolves
around a  brilliantly-creative  but workaholic  young woman who is the writer of
several internet-broadcast interactive "television" shows, all big hits. A freak
power surge, along with the perfect alignment of the planets,  zaps her into her
own shows,  trapped in the world of the characters she has created. The only way
out is to find the balance that's been missing in her life.

         The principal terms of both option agreements referenced above are: (a)
the option expires in January 2006, with Futura  Pictures having the right,  but
not the  obligation,  to extend the  expiration  date through  January  2007, in
return for a nominal payment of five dollars,  (b)  consideration for the option
was the issuance of five thousand shares of Futura Pictures common stock,  (c) a
payment of $10,000  upon the  execution  of the  option,  and (d) an  additional
payment of one percent of the final production  budget to be paid upon the start
of principal photography. In December 2005, we exercised our right to extend the
options on both scripts through January 2007.

(b) DESCRIPTION OF BUSINESS

         As stated  earlier,  our business is the  co-financing  or producing of
motion pictures whose production budgets are estimated to range between $500,000
and  $1,500,000,   produced   solely  for   distribution  to  the  domestic  and
international home video markets.  These films will mainly be targeted to family
audiences,  encompassing among others, such genres as sports,  sci-fi,  mystery,
action/adventure  and  comedy.  We do not intend to  co-finance  or produce  any
x-rated films.

OVERVIEW OF THE MOTION PICTURE INDUSTRY

         As  demonstrated  by the changes in the motion  picture  industry,  the
production  and  distribution  of  motion  pictures  is  no  longer  limited  to
"traditional" distribution through theaters, cable and satellite broadcasts. For
the past three years, the motion picture industry had been steadily


                                       3
<PAGE>


expanding  to  include  the  "direct  to  home  video"  segment  of the  market.
Consequently,  there are increasing  numbers of motion  pictures which are being
produced  for release and  distribution  in the home video market and "direct to
home video" has become part of the motion picture industry. Except for the final
distribution of the completed project, the production of motion pictures has not
changed and the Company will follow traditional routes in that regard.

         Although our company's  business is the producing and  co-financing  of
low budget motion pictures  produced solely for distribution to the domestic and
international home video markets,  we thought it would be helpful to provide you
with a general overview of the motion picture  industry,  and a detailed look at
the home video market.

         The industry is  dominated  by the  so-called  "major"  motion  picture
studios:  Disney (including  Miramax Films),  MGM-UA,  Paramount,  Sony Pictures
Entertainment   (including  both  Columbia  Pictures  and  Tri-Star   Pictures),
Twentieth  Century  Fox,  Universal,  and Warner  Brothers.  Each of these major
studios is either a large, diversified entertainment corporation or a subsidiary
of an "umbrella" corporation,  and all have strong,  long-standing relationships
with  creative  talent,  exhibitors,  and others  involved in the  entertainment
industry.  The  operations  of these  companies  outside of the  motion  picture
industry  provide  stable  revenue  sources,  which  offset  variations  in  the
financial  performance for their motion picture  operations.  In addition to the
major  companies   listed  above,  the  industry  is  comprised  of  many  small
independent production and distribution companies.

         The two principal  activities  of companies in the industry  consist of
production and distribution.  Since we plan to use other companies to distribute
the films we  co-finance  or  produce,  the  discussion  below is limited to the
production of motion pictures.

PRODUCTION

         Motion picture production breaks down into four stages: development and
finance, pre-production, principal photography, and post-production.

DEVELOPMENT AND FINANCE

         Development  involves the  acquisition  of the property that may become
the feature  film.  This  process  includes  reading  existing  screenplays  and
untapped books, or hearing  creative  pitches of ideas and stories,  seeking the
ones  that  management  believe  are  the  most  interesting,  entertaining  and
commercial.  Once a  story  is  acquired,  in  whatever  form,  it is  put  into
development.  In most cases,  the  development  process  entails the hiring of a
writer to draft a screenplay  or re-write the existing  screenplay,  in order to
present it to directors,  actors,  and  financiers to generate their interest in
participating in the picture. When the producer is convinced that the screenplay
has become strong enough to be commercially viable, the project is packaged with
talent and the pre-sale process commences.

         It is at this point that the producer  attempts to obtain financing for
the project.  Sources of  financing  typically  include the major film  studios,
private  investors,  publicly  or  privately  raised  pools  of film  investment
capital,  pre-sales  of  ancillary  rights,  and  guarantees  for United  States
theatrical


                                       4
<PAGE>


distribution rights. Historically,  most feature-length films have been financed
by the major motion picture distribution companies.  These companies advance the
entire  cost of  producing  the  picture,  and then  recoups  that cost from the
revenues  generated by the distribution of the picture in all media. This method
of  studio-production  motion  picture  financing  continues  to  exist,  but an
increasingly prevalent alternative for smaller production companies is financing
obtained  either from private  investors,  from the  "pre-sale" of  distribution
rights,  or through a combination of financing  from both private  investors and
pre-sales.

         A producer can obtain an advance  payment,  known as  pre-selling,  for
licensing  (prior to the release of the picture) the right to exhibit or exploit
a picture in one or more media in one or more  territories.  As an example,  the
producer might pre-sell the rights to exhibition in the domestic  territory--the
United States and Canada--and pre-sell the foreign territories,  individually or
in one or more groups,  in separate  agreements.  The rights that a producer may
pre-sell include traditional theatrical  exhibition,  pay television exhibition,
domestic  network   television   syndication   exhibition,   foreign  television
exhibition, non-theatrical exhibition (such as airlines, armed forces bases, and
educational institutions), and DVDs and videocassettes. In some cases, a portion
of the pre-sale  advance is paid upon  execution  of the  pre-sale  agreement or
during  production  of the  picture.  More  commonly,  however,  the  advance is
payable, sometimes in installments, upon or immediately following the completion
of the picture.  In this latter case, the producer may generate  production cash
by assigning its right to receive payment under the pre-sale agreement to a bank
as security for a loan.  While  institutional  production  financing tends to be
difficult for a for smaller production company to obtain,  advantageous pre-sale
agreements  can tip the scales in the  producer's  favor.  Key factors in making
pre-sales are the quality of the screenplay, the director, and the key actors of
the picture.

PRE-PRODUCTION

         Once  it is  determined  that  a  motion  picture  screenplay  has  the
potential for commercial  viability,  the producer puts the pre-production phase
into  action.  Key  personnel  will be hired,  building  the team of a director,
principal and supporting cast, and production personnel. The project will choose
production locations and set shooting schedules,  create a "story board" for the
screenplay,  revise and finalize the screenplay,  develop a detailed budget, and
complete the financing. Producers generally engage in costly pre-production only
when they  believe the project  will  become a motion  picture,  but still these
pre-production  activities do not ensure that a motion picture will be produced.
The  producer  may not be able to secure all of the  elements  necessary  to the
production of a commercially viable picture, and even if all of the elements are
secured,  the producer may decide not to continue  production  for any number of
creative  or  economic  reasons.  Nevertheless,  these  steps  are  vital to the
completion of the picture and maximize its chances of success.

PRINCIPAL PHOTOGRAPHY

         Principal photography is the actual filming of a motion picture,  scene
by scene and  location by  location.  During this  process,  weather at exterior
locations,  illness of a cast or crew member, and other problems may occur which
may delay production and increase costs. Even where principal  photography stays
on  schedule  and  budget,  a review of the daily  footage  may reveal that some
scenes


                                       5
<PAGE>


need  to  be   re-filmed.   Production   budgets  will  include  room  for  such
contingencies,  but this reserve may be insufficient and insurance  coverage may
be inadequate to cover  additional  costs.  While most motion pictures  reaching
this stage are completed,  it is  nevertheless  possible that funds in excess of
the  budgeted  amount  become  necessary  but are not  available.  However,  the
producer  will have put all  elements  into play to  ensure  the best  chance of
completion in the commercially viable form intended from the outset.

POST-PRODUCTION

         Post-production  involves the editing of the  picture,  adding of music
and sound effects and synchronizing them with the motion picture,  and inserting
special  effects,  among  other  tasks.  The  motion  picture  is brought to the
completed form called the "answer print." During  editing,  problems may come to
light suggesting that additional  photography is needed, or costs may be greater
than anticipated. On the whole, however, motion pictures reaching this stage are
generally completed. At that point, the film is ready for distribution.

THE HOME ENTERTAINMENT MARKET

         Once a film is completed,  the traditional  means of  distribution  has
been to the movie houses for public viewing. However, increasingly, the industry
focuses on the delivery of feature films for in-home viewing.

         Home  video  has  become a  primary  focus  of both  the  entertainment
industry and of the consumers  who crave motion  picture  entertainment.  In its
2005  annual  report  on the home  entertainment  business  the  Video  Software
Dealer's Association (VSDA) stated that in aggregate,  consumers spent more than
twice as much  money  buying and  renting  DVDs and VHS  cassettes  in 2004 than
purchasing  tickets at the theatrical box office. The report further stated that
consumer spending on home video exceeded $24 billion. Sell through accounted for
over $16 billion and rental generated $8 billion.

         DVD is now considered to be the centerpiece of home entertainment, with
its ease of use,  lack of moving parts as compared even to VHS  videotapes,  and
compact size. In addition, home video includes options unavailable to in-theater
versions  of films:  the bonus  materials,  such as  interviews,  outtakes,  and
commentary.

         Along with these attributes, home video has affected consumer habits. A
major report in USA Today found that the number of hours spent  watching  movies
at home is increasing  steadily,  and many consumers say they don't bother going
to see a movie in a  theater,  preferring  to wait for the  home  version  to be
released. This trend opens the marketplace to  direct-to-home-video  films, with
their significantly lower costs of duplication.

         The Digital  Entertainment  Group (a trade  association of DVD software
and hardware  companies ("DEG")  determined that in 2004 some 37 million new DVD
players  were  sold  to  consumers.  Roughly  three-fourths  of  all  television
households  in  the  United  States,  or 70  million,  now  own  a  DVD  player.
Additionally, the DEG estimates that an additional nine million households


                                       6
<PAGE>


also have the means to play a DVD on a computer or a game  console,  even if not
on a traditional television screen.

         In the  fourth  quarter  of 2004,  530  million  DVDs were  shipped  to
retailers, an increase of 39% over the same holiday-season period in 2003.

         Driving this market is the timing of the distribution window of feature
films to  home-video  format.  Among  the  distribution  channels  available  to
filmmakers are pay-per-view,  video-on-demand,  premium television,  basic cable
and network and syndicated television.  Because of this highly competitive range
of options,  the rapid growth of the DVD industry  makes the DVD and  home-video
distribution  window a  significant  advantage to the United  States retail home
video industry in general.

         The expanding number of venues from which DVD and VHS are purchased has
also  bolstered  the  market.  Previously,   feature  films  were  available  on
theatrical screens only.  Eventually,  they came to television.  Now, in the VHS
and DVD formats,  they are available not only at  "traditional"  video retailers
such as Blockbuster, but also at the general chain stores such as Wal-Mart. Thus
home-video  playback  capability  exists  in most  domestic  homes,  and DVD and
videocassettes  themselves are more readily available. Each of these factors has
combined  to explode the market to a public  receptive  to  purchasing  DVDs for
in-home entertainment.

         The foreign markets are  increasingly  receptive to the DVD business as
well.  By way of example,  the  Australian  Film  Commission,  an agency of that
nation's government,  estimates that by the end of 2003, DVD players were in 60%
of Australian homes. DVD revenue increased from a 2000 level of $69 million to a
2003 level of almost $800 million,  an increase of than 1,100%.  The industry in
Australia is expected to continue to increase. VHS is already almost universally
available.

COMPETITION

         The  industry is  comprised  of numerous  large,  mid-sized,  and small
independent  motion picture production  companies.  Many of these companies have
access to vast financial  resources.  Additionally,  they have  established long
standing relationships with talent in all areas of motion picture production. We
cannot  and do not  intend  to  compete  with  either  the  large  or  mid-sized
companies.  Our plan is to  co-finance  or  produce  low  budget  films that are
targeted exclusively for the home video market.

         In addition to the films distributed to the home video market following
their  theatrical  release we will be competing with films produced by companies
that produce movies for cable and network television.  In many cases these films
are then made available to the home video market.

         Our  success  will  depend in large  part on our  ability to obtain and
sustain ongoing relationships with writers, directors,  actors, and distributors
of motion  pictures to the home video  market.  Although the  Company's  current
business  relationships are limited to the two  screenwriters  from whom we have
optioned screenplays,  members of management, in particular Frank Capra Jr.,


                                       7
<PAGE>


and Joseph  Adelman,  who have both  served for many years in various  positions
within the motion picture industry, have had and maintain personal relationships
with industry personnel. These relationships will be utilized if and when we are
in a position to produce or co-finance a motion picture.  Additionally, and most
importantly,  our success is dependant on the quality and entertainment value of
the films either co-financed or produced by us.

COMPANY HISTORY

         We were  incorporated  in the State of Delaware on December  10,  2003.
During  the next  twelve  months  management  devoted  its time to  develop  our
business plan of producing and  co-financing  motion  pictures whose  production
budgets are estimated to range between $500,000 and $1,500,000,  produced solely
for distribution to the domestic and international home video markets.

         On January 19, 2005 we acquired an option on a screenplay entitled CASS
& KARRI,  written by Don  Tsuchiyama.  The plot revolves  around two  mismatched
young  women,  both  accomplished  thieves,  who are hired to steal a  high-tech
"invisibility"  suit.  The intrigue is whether the people who hired them are the
good guys they claim to be...or is  something  far more  devious  and  dangerous
behind this caper? The two women, despite mutual disgust for each other, need to
figure it out to save their skins.

         Additionally, on January 24, 2005 we acquired an option on a screenplay
entitled LIFE-DOT-COM, written by Frank Gillman. The sci-fi comedy plot revolves
around a  brilliantly-creative  but workaholic  young woman who is the writer of
several internet-broadcast interactive "television" shows, all big hits. A freak
power surge, along with the perfect alignment of the planets,  zaps her into her
own shows,  trapped in the world of the characters she has created. The only way
out is to find the balance that's been missing in her life.

         The principal terms of both option agreements referenced above are: (a)
the option expired in January 2006, with Futura  Pictures having the right,  but
not the  obligation,  to extend the  expiration  date through  January  2007, in
return for a nominal payment of five dollars,  (b)  consideration for the option
was the issuance of five thousand shares of Futura Pictures common stock,  (c) a
payment of $10,000  upon the  execution  of the  option,  and (d) an  additional
payment of one percent of the final production  budget to be paid upon the start
of principal photography. In December 2005, we exercised our right to extend the
options on both scripts through January 2007.

ITEM 2. DESCRIPTION OF PROPERTY

         We currently do not utilize any office space. Our Secretary,  Director,
and corporate attorney, L. Stephen Albright, located at 17337 Ventura Boulevard,
Suite 208, Encino,  California 91316 handles all administrative matters from his
office.  We anticipate  leasing  office space from an  unaffiliated  third party
consisting of approximately 1,000 square feet as soon as cash resources permit.


                                       8
<PAGE>


ITEM 3. LEGAL PROCEEDINGS

         As of the  date  hereof,  we are  not a  party  to any  material  legal
proceedings,  and we are not aware of any such claims being contemplated against
us.

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

         No matters  were  submitted  to a vote of security  holders  during the
fourth quarter of fiscal year ended February 28, 2006.

                                     PART 11

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

NO PUBLIC MARKET

         There is currently no public market for our common  stock.  If and when
we are  successful in raising the minimum funds needed to implement our business
plan, which we estimate to be approximately  $300,000,  management will consider
applying  for a listing  of our stock on either  the  Over-The-Counter  Bulletin
Board  System  (also known as "OTCBB") or the Pink Sheets  Electronic  Quotation
Service. There can be no assurance that we will qualify to have our stock quoted
on the OTCBB, the Pink Sheets Electronic  Quotation System or any stock exchange
or stock market.

         Both the OTCBB and the Pink Sheets  Electronic  Quotation  Service have
very minimal listing  requirements imposed on companies that desire to be listed
in their systems.

         The OTCBB  requires  that the company's  stock be  registered  with the
Securities  and  Exchange  Commission,  that the  company  be  current  with its
Securities and Exchange  Commission filing  requirements,  and have at lease one
(1) market maker.  There are no  requirements  as to stock price,  bid and asked
quotes,  number of shareholders,  the number of shares held by each shareholder,
or the number of shares traded.

         The Pink Sheets  quotation  system  requires  that the Company  have at
least one (1) market  maker and have a Form  15-211(c) on file with the National
Association of Securities  Dealers (also known as the NASD).  The Pink Sheets do
not have any  minimum  requirements  as to stock  price,  bid and asked  quotes,
number of shareholders,  the number of shares held by each  shareholder,  or the
number of shares traded.

         If and when Futura  Pictures is  successful in having its shares listed
and publicly traded, this offering will automatically terminate. The reason that
the offering will be terminated is that it is impossible for the Company to know
what the  market  price of the  Company's  stock  will be once it is listed on a
securities market, and therefore, it would be inappropriate to continue to offer
stock under this Registration Statement at a predetermined price.


                                       9
<PAGE>


HOLDERS

         As of February  28,  2006,  we have  1,250,000  shares of common  stock
issued and outstanding  held by 8 shareholders  of record.  We currently have no
outstanding options or warrants for the purchase of our common stock and have no
securities  outstanding which are convertible into common stock. We have not yet
adopted or  developed  any plans to adopt any stock  option,  stock  purchase or
similar plan for our employees.

COMMON STOCK

         The   Company's   certificate   of   incorporation   provides  for  the
authorization  of 25,000,000  shares of common stock,  $0.0001 par value.  As of
February 28, 2006, 1,250,000 shares of common stock were issued and outstanding,
all of which are fully paid and non-assessable.

DIVIDEND POLICY

         We have not declared  any cash  dividends on our common stock since our
inception and do not anticipate paying such dividends in the foreseeable future.
We plan to retain any future earnings for use in our business.  Any decisions as
to future  payments of  dividends  will  depend on our  earnings  and  financial
position and such other facts as the board of directors deems  relevant.  We are
not limited in our ability to pay dividends on our securities.

RECENT SALES OF UNREGISTERED SECURITIES

         In January  2005,  we sold  1,000,000  shares of common  stock to Buddy
Young, our president and majority shareholder for $10,000, and in February 2005,
we issued 190,000 shares of our Common Stock for his commitment to fund any cash
shortfall for our operations up to $100,000. Additionally, with the exception of
Buddy Young, our president and principal shareholder,  each of our directors and
executive   officers  has  received   10,000  shares  of  our  common  stock  as
compensation for their work on our behalf. The sales of these shares were exempt
from  registration  under  Section  4(2)  of the  Securities  Act of  1933  as a
transaction  not involving a public  offering.  We issued the shares  subject to
resale restrictions.

         In February  2005,  we issued  5,000 shares of our common stock to both
Frank Gillman and Don Tsuchiyama as  compensation  for the option we acquired on
their screenplays. The sales of these shares were exempt from registration under
Section 4(2) of the  Securities  Act of 1933 as a  transaction  not  involving a
public offering. We issued the shares subject to resale restrictions

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

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


                                       10
<PAGE>


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.

SUMMARY FINANCIAL DATA

         The  data  summarized  below  is not  complete.  It  should  be read in
conjunction  with the Company's  financial  statements  and  accompanying  notes
contained in this registration statement on page F-1 and following pages.

                                                                     From
                                For the         For the          December 10,
                                 Year            Year           2003 (Date of
                                 Ended           Ended          Inception) to
                             February 28,     February 28,        February 28,
                                 2006             2005                2006
                             -----------      -----------       -------------

INCOME STATEMENT DATA

Net Revenue                  $      -0-        $     -0-         $       -0-
Net Loss                     $  (78,776)       $  (5,852)        $   (84,628)
Net Loss per Share           $   (0.06)        $   (0.01)        $     (0.07)

BALANCE SHEET DATA

Cash                         $     112
Total Assets                 $     112
Stockholders' Deficit        $   (8,028)

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.


                                       11
<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.

REVENUES

         Since our inception in 2003,  we have had no revenues from  operations,
and do not anticipate having any revenues from operations during fiscal 2007.

EXPENSES

         To date,  our expenses have  consisted  mainly of selling,  general and
administrative     expenses.     The    main    components     being    non-cash
compensation(representing  the estimated  value of services  contributed  to the
Company by it's President,  Buddy Young-$41,600),  professional services and the
amortization  of our loan  commitment  fee.  During the year ended  February 28,
2006,  we  incurred  a total of  $77,176  selling,  general  and  administrative
expenses.  And during the year ended  February 28, 2005,  we incurred a total of
$852 selling,  general and administrative  expenses, for a total since inception
of $78,028 selling, general and administrative expenses.

         During the year ended  February 28, 2005,  we paid our  directors  with
50,000 shares of our common stock, valued at $5,000 for their services.

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

PLAN OF OPERATION

         Our main  focus  during the next 12 month  period  will be to focus our
activities  on raising the minimum  funds  necessary to  implement  our business
plan,  which  we  estimate  to be  $300,000,  and to  further  develop  the  two
screenplays that we have optioned. Prior to that time, we will utilize a portion
of the funds made  available to us under our  agreement  with our  President and
majority  shareholder  to borrow up to $100,000,  to pay general  administrative
expense. The balance of the $100,000 that is not spent as described above may be
utilized as needed to take advantage of business opportunities that arise during
the time we are attempting to raise funds.  Such  opportunities  may include the
optioning  and  development  of  additional  scripts  and  participating  in the
co-financing  of films produced by other  companies.  There is no assurance that
any such  opportunities  will arise,  nor whether the  remaining  balance of the
funds available to us will be sufficient to allow us to capitalize on them.

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


                                       12
<PAGE>


business plan and seek other  business  opportunities  in a related or unrelated
industry.  Such opportunities may include a reverse merger with a privately held
company. The result of which could cause the existing shareholder to be severely
diluted.  If we are  successful in raising the minimum  $300,000,  our principal
activities  during the next twelve  months from the receipt of the funds will be
as  follows:  (a)  exercise  our  option  to  acquire  the  rights to one of the
aforementioned  scripts, (b) prepare a production budget for that film, (c) hire
a director,  (d) retain the  services of a  production  company to assemble  the
production  crew, (e) cast the film, (f) choose a location,  (g) begin principal
photography,(h)  complete the post production  process,  and (i) arrange for the
films distribution.

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

         We  anticipate  that the cash raised as a result of the sale of equity,
and the funds provided to us by our president and principal shareholder, under a
promissory  note dated  February 16, 2005,  will be  sufficient to fund our cash
requirements  to continue our efforts to raise funds through the sale of equity,
and to further the  development  of the  screenplays  as outlined  above.  As we
cannot predict whether we will be successful in raising the minimum $300,000, we
cannot  predict  whether we will ever be able to implement our plan of producing
or co-financing  motion pictures.  Prior to the Company earning any revenue from
operations,  we would need to achieve  the  following  milestones:  (a) raise at
least  $300,000  as  outlined  above,  (b)  sufficiently  develop  and prepare a
production  budget  for  either  one or  both  of the  screenplays  that we have
optioned so that they are ready for  filming,  (c) complete the filming and post
production of the motion  picture,  and (d) arrange for the  distribution of the
motion picture into the marketplace. We do not anticipate starting production on
a motion picture, or arranging for its distribution until late fiscal 2007.

         We  have  issued  10,000  shares  of our  common  stock  to each of our
directors  and  executive  officers,  excluding  Buddy Young,  our president and
principal  shareholder,  for services to the  Company.  These  services  include
advice on the  development of our business plan,  introduction to motion picture
production and  distribution  personnel,  assistance in the  preparation of this
Registration Statement, and negotiations with screenwriters.  We do not have any
consulting or employment agreements with any of our officers or directors.


                                       13
<PAGE>


         In February 2005,  the Company  issued to our  president,  Buddy Young,
190,000 as compensation  for his agreement to lend up to $100,000 to the Company
to fund any cash  shortfalls.  The note bears interest at 8% and is due no later
than June 30, 2007. As of February 28, 2006, the balance owing on this agreement
was $2,500.  Except for the shares  indicated  here,  no other  shares have been
issued to any person or entity for services rendered to the Company.

EMPLOYEES

         Due to our very limited financial  resources,  the Company's President,
Buddy Young, along with our vice presidents Frank Capra Jr., Joseph Adelman, and
Mel Powell, our Director of acquisitions, all work on a part-time basis and have
not yet  received  any  cash  compensation  from the  Company,  we have no other
full-time  or  part-time  employees.  Additionally,  we  regularly  utilize  the
services   of   independent   firms  to  handle  our   accounting   and  certain
administrative  matters.  If and when our capital resource permits, we will hire
full-time professional and administrative employees.

LIQUIDITY AND CAPITAL RESOURCES

         We are a development stage company with no operating history.

         We had a cash balance of $112 on February 28, 2006.  At this time,  our
only known cash resource comes from an agreement with our President and majority
shareholder  to fund any  shortfall  in cash flow up to  $100,000 at 8% interest
through  June 30,  2007.  As of  February  28,  2006 the  balance  owing on this
agreement is $2,500.  Payment of  principal  and interest is due on this loan on
June 30, 2007.

         We believe the raising of funds  through the sale of equity and further
borrowings  from our  President  will be sufficient to satisfy our budgeted cash
requirements  through February 2007. Further, our ability to pursue any business
opportunity  that  requires  us to make cash  payments  would also depend on the
amount of funds that we can secure from these various sources.


                                       14
<PAGE>


ITEM 7. FINANCIAL STATEMENTS.

                              FUTURA PICTURES, INC.

                          INDEX TO FINANCIAL STATEMENTS

                                                                           PAGE
                                                                           ----

Report of Independent Registered Public Accounting Firm...............     F-10

Balance Sheet as of February 28, 2006.................................     F-11

Statements of Operations..............................................     F-12
     Years Ended February 28, 2006 and 2005
     Period from December 10, 2003 (Date of Inception) to
         February 28, 2006

Statements of Stockholders' Deficit...................................     F-13
     Years Ended February 28, 2006 and 2005
      Period from December 10, 2003 (Date of Inception) to
         February 28, 2006

Statements of Cash Flows..............................................     F-15
     Years Ended February 28, 2006 and 2005
     Period from December 10, 2003 (Date of Inception) to
         February 28, 2006

Notes to Financial Statements - February 28, 2006.....................     F-17


                                       15
<PAGE>


             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders
  Of Futura Pictures, Inc.:

We have  audited the  accompanying  balance  sheet of Futura  Pictures,  Inc. (a
development  stage  company;  the  "Company")  as of  February  28, 2006 and the
related statements of operations,  stockholders'  deficit and cash flows for the
years ended February 28, 2006 and 2005 and from inception  (December 10, 2003)to
February 28, 2006.  These  financial  statements are the  responsibility  of the
Company's  management.  Our  responsibility  is to  express  an opinion on these
financial statements based on our audits.

We conducted our audits in accordance  with the standards of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and  perform  the  audits to  obtain  reasonable  assurance  about  whether  the
financial  statements  are free of  material  misstatement.  The  Company is not
required  to, nor were we  engaged  to  perform,  an audit of its  control  over
financial  reporting  as  a  basis  for  designing  audit  procedures  that  are
appropriate  in the  circumstances,  but not for the  purpose of  expressing  an
opinion on the  effectiveness  of the Company's  internal control over financial
reporting.  Accordingly we express no such opinion. An audit includes examining,
on a test  basis,  evidence  supporting  the  amount  s and  disclosures  in the
financial statements. An audit also includes assessing the accounting principles
used and  significant  estimates made by  management,  as well as evaluating the
overall  presentation  of the financial  statements.  We believe that our audits
provide a reasonable basis for our opinion.

In our opinion,  the accompanying  financial  statements  present fairly, in all
material  respects,  the financial  position of the Company at February 28, 2006
and the  results  of its  operations  and its cash  flows  for the  years  ended
February  28,  2006 and 2005  and  from  inception  to  February  28,  2006,  in
conformity with accounting principles generally accepted in the United States.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note 2 to the
financial  statements,   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. Management's
plans regarding this matter is described in Notes 2. The financial statements do
not  include  any  adjustments  that  might  result  from  the  outcome  of this
uncertainty.

/s/ Farber Hass Hurley & McEwen LLP
May 15, 2006
Camarillo, California


                                       16
<PAGE>


                              FUTURA PICTURES, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                                  BALANCE SHEET
                                FEBRUARY 28, 2006


                                  ASSETS

ASSETS

        Cash ....................................................      $    112
                                                                       ========


                LIABILITIES AND STOCKHOLDERS' DEFICIT

LIABILITIES

        Accrued expenses ........................................      $  5,600
        Accrued interest - related party ........................            40
        Loan payable - related party ............................         2,500
                                                                       --------

             TOTAL LIABILITIES ..................................      $  8,140

STOCKHOLDERS' DEFICIT

        Common stock, par value $0.0001 per share
             Authorized - 25,000,000 shares
             Issued and outstanding - 1,250,000 shares ..........      $    125
        Additional paid-in capital ..............................        76,475
        Deficit accumulated during the development stage ........       (84,628)
                                                                       --------

             TOTAL STOCKHOLDERS' DEFICIT ........................        (8,028)
                                                                       --------

             TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT ........      $    112
                                                                       ========

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


                                       17
<PAGE>


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

<CAPTION>
                                                                               FROM DECEMBER
                                                 FOR THE YEAR   FOR THE YEAR  10, 2003 (DATE
                                                     ENDED          ENDED      OF INCEPTION)
                                                   FEBRUARY       FEBRUARY     TO FEBRUARY
                                                   28, 2006       28, 2005       28, 2006
                                                 -----------    -----------    -----------
<S>                                              <C>            <C>            <C>
DEVELOPMENT STAGE EXPENSES

        Selling, general and administrative ..   $    77,176    $       852    $    78,028
        Directors' fees, non-cash compensation          --            5,000          5,000
                                                 -----------    -----------    -----------

            TOTAL DEVELOPMENT STAGE EXPENSES .   $    77,176    $     5,852    $    83,028
                                                 -----------    -----------    -----------

(LOSS) BEFORE INCOME TAXES ...................   $   (77,176)   $    (5,852)   $   (83,028)

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

NET (LOSS) ...................................   $   (78,776)   $    (5,852)   $   (84,628)
                                                 ===========    ===========    ===========

NET (LOSS) PER COMMON SHARE

        Basic and diluted ....................   $     (0.06)   $     (0.01)   $     (0.07)
                                                 ===========    ===========    ===========

WEIGHTED AVERAGE NUMBER OF COMMON
        SHARES OUTSTANDING

        Basic and diluted ....................     1,250,000      1,014,444      1,219,642
                                                 ===========    ===========    ===========
</TABLE>

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


                                       18
<PAGE>


<TABLE>
                              FUTURA PICTURES, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                       STATEMENTS OF STOCKHOLDERS' DEFICIT
                      FOR THE PERIOD FROM DECEMBER 10, 2003
                    (DATE OF INCEPTION) TO FEBRUARY 28, 2006

<CAPTION>
                                                                     DEFICIT
                                                                    ACCUMULATED
                                     COMMON STOCK        ADDITIONAL DURING THE      TOTAL
                                 ---------------------    PAID-IN   DEVELOPMENT  STOCKHOLDERS'
                                  SHARES      AMOUNT      CAPITAL      STAGE       DEFICIT
                                 ---------   ---------   ---------   ---------    ---------
<S>                    <C>       <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>

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


                                       19
<PAGE>


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

<CAPTION>
                                                                                     FROM DECEMBER
                                                       FOR THE YEAR   FOR THE YEAR  10, 2003 (DATE
                                                           ENDED          ENDED       OF INCEPTION)
                                                          FEBRUARY       FEBRUARY     TO FEBRUARY
                                                          28, 2006       28, 2005       28, 2006
                                                         -----------    -----------    -----------
<S>                                                      <C>            <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
    Net (loss) .......................................   $   (78,776)   $    (5,852)   $   (84,628)
    Adjustments to reconcile net (loss) to net cash
      (used) by operating activities:
          Common stock issued for directors' fees ....          --            5,000          5,000
          Contributed services .......................        41,600           --           41,600
          Amortization expense .......................        19,208            792         20,000
          Changes in operating assets and liabilities:
               Accrued expenses ......................         5,640           --            5,640
                                                         -----------    -----------    -----------

      NET CASH (USED) BY OPERATING ACTIVITIES ........       (12,328)           (60)       (12,388)
                                                         -----------    -----------    -----------


CASH FLOWS FROM FINANCING ACTIVITIES:
    Proceeds from loan payable - related party .......         2,500           --            2,500
    Proceeds from sale of common stock ...............          --           10,000         10,000
                                                         -----------    -----------    -----------

      NET CASH PROVIDED BY FINANCING ACTIVITES .......         2,500         10,000         12,500
                                                         -----------    -----------    -----------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS .   $    (9,828)   $     9,940    $       112

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

CASH AND CASH EQUIVALENTS AT THE END OF THE PERIOD ...   $       112    $     9,940    $       112
                                                         ===========    ===========    ===========
</TABLE>


                                       20
<PAGE>


<TABLE>
                              FUTURA PICTURES, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                      STATEMENTS OF CASH FLOWS (CONTINUED)
<CAPTION>
                                                                                     FROM DECEMBER
                                                       FOR THE YEAR   FOR THE YEAR  10, 2003 (DATE
                                                           ENDED          ENDED       OF INCEPTION)
                                                          FEBRUARY       FEBRUARY     TO FEBRUARY
                                                          28, 2006       28, 2005       28, 2006
                                                         ----------    -----------   -------------
<S>                                                      <C>           <C>           <C>
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

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

SCHEDULE OF NON-CASH INVESTING AND FINANCING
   ACTIVITIES:

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

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

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

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


                                       21
<PAGE>


                              FUTURA PICTURES, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                                FEBRUARY 28, 2006

NOTE 1   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         ORGANIZATION AND NATURE OF BUSINESS

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

         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.

         CASH AND CASH EQUIVALENTS

         For purposes of the statement of cash flows, the Company  considers all
         highly liquid debt instruments  purchased with an original  maturity of
         three months or less to be cash equivalents.

         PREPAID EXPENSES

         The Company  amortizes its prepaid  expenses on a  straight-line  basis
         over the period during which it will receive the underlying services.

         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.


                                       22
<PAGE>


                              FUTURA PICTURES, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                                FEBRUARY 28, 2006

         VALUE OF STOCK ISSUED FOR SERVICES

         The Company  periodically issues shares of its common stock in exchange
         for, or in settlement of, services. The Company's management values the
         shares issued in such  transactions  at either the then market price of
         the Company's common stock, as determined by the Board of Directors and
         after taking into consideration factors such as volume of shares issued
         or  trading  restrictions,  or  the  value  of the  services  rendered,
         whichever is more readily determinable.

         RECENTLY-ISSUED ACCOUNTING PRONOUNCEMENTS

         The FASB recently issued the following statements:

         In December 2004, the FASB issued SFAS No. 123R, "Share Based Payment".
         This Statement is a revision of FASB Statement No. 123,  Accounting for
         Stock-Based Compensation. This Statement supersedes APB Opinion No. 25,
         Accounting   for  Stock   Issued   to   Employees,   and  its   related
         implementation  guidance.  This Statement establishes standards for the
         accounting  for  transactions  in which an entity  exchanges its equity
         instruments  for goods or services.  It also addresses  transactions in
         which an entity  incurs  liabilities  in exchange for goods or services
         that are based on the fair value of the entity's equity  instruments or
         that may be settled by the issuance of those equity  instruments.  This
         Statement  focuses primarily on accounting for transactions in which an
         entity obtains employee services in share-based  payment  transactions.
         This Statement does not change the accounting  guidance for share-based
         payment  transactions  with parties  other than  employees  provided in
         Statement  123  as   originally   issued  and  EITF  Issue  No.  96-18,
         "Accounting  for  Equity  Instruments  That Are  Issued  to Other  Than
         Employees for  Acquiring,  or in  Conjunction  with  Selling,  Goods or
         Services."  This Statement does not address the accounting for employee
         share ownership plans, which are subject to AICPA Statement of Position
         93-6,  Employers'  Accounting for Employee Stock Ownership Plans.  This
         statement  will  require  the  Company to  recognize  the fair value of
         employee services received in exchange for awards of equity instruments
         in current earnings.  The Company will adopt this pronouncement January
         1, 2006 as required.

         In May 2005,  the FASB  issued SFAS No.  154,  "Accounting  Changes and
         Error  Corrections--a  replacement  of APB  Opinion  No.  20  and  FASB
         Statement No. 3" (SFAS 154).  This  Statement  replaces APB Opinion No.
         20,  "Accounting   Changes,"  and  FASB  Statement  No.  3,  "Reporting
         Accounting  Changes in Interim  Financial  Statements," and changes the
         requirements  for the  accounting  for and  reporting  of a  change  in
         accounting  principle by requiring  retrospective  application to prior
         periods'  financial  statements  of  changes in  accounting  principle,
         unless  it is  impractical  to  determine  either  the  period-specific
         effects or the  cumulative  effect of the  change.  It also  applies to
         changes required by an accounting pronouncement in the unusual instance
         that the pronouncement does not include specific transition provisions.
         In addition,  the Statement also requires that a change in depreciation
         or amortization  for long-lived  assets be accounted for as a change


                                       23
<PAGE>


         in accounting  estimate  effected by a change in accounting  principle.
         When a pronouncement  includes specific  transition  provisions,  those
         provisions  should be followed.  SFAS 154 is effective  for  accounting
         changes and  corrections of errors made in fiscal years beginning after
         December 15, 2005.  Consequently,  the Company will adopt provisions of
         SFAS 154 for the fiscal  year  beginning  January  1, 2006.  Management
         currently  believes the adoption of the provisions of SFAS 154 will not
         have a  material  impact  on  its  financial  position  or  results  of
         operations.

         NET INCOME (LOSS) PER SHARE

         The Company adopted Statement of Financial Accounting Standards No. 128
         that requires the reporting of both basic and diluted  earnings  (loss)
         per share.  Basic earnings (loss) per share is computed by dividing net
         income (loss) available to common  stockholders by the weighted average
         number of common shares  outstanding for the period.  Diluted  earnings
         (loss) per share  reflects the  potential  dilution that could occur if
         securities or other  contracts to issue common stock were  exercised or
         converted  into  common  stock.   In  accordance  with  FASB  128,  any
         anti-dilutive effects on net income (loss) per share are excluded.  The
         Company has no potentially dilutive securities  outstanding at February
         28, 2006.

         INCOME TAXES

         Provisions  for income taxes are based on taxes  payable or  refundable
         for the  current  year  and  deferred  taxes on  temporary  differences
         between the amount of taxable  income and pretax  financial  income and
         between  the tax bases of assets  and  liabilities  and their  reported
         amounts  in  the   financial   statements.   Deferred  tax  assets  and
         liabilities  are  included in the  financial  statements  at  currently
         enacted income tax rates applicable to the period in which the deferred
         tax assets and  liabilities  are  expected to be realized or settled as
         prescribed in FASB Statement No. 109, "Accounting for Income Taxes". As
         changes  in tax laws or rates are  enacted,  deferred  tax  assets  and
         liabilities are adjusted through the provision for income taxes.

         DISCLOSURE ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS

         The Company estimates that the fair value of all financial  instruments
         at February 28, 2006 as defined in FASB 107 does not differ  materially
         from  the  aggregate  carrying  values  of  its  financial  instruments
         recorded in the  accompanying  balance sheet.  The estimated fair value
         amounts have been  determined  by the Company  using  available  market
         information  and  appropriate  valuation  methodologies.   Considerable
         judgment  is  required  in  interpreting  market  data to  develop  the
         estimates  of  fair  value,  and  accordingly,  the  estimates  are not
         necessarily indicative of the amounts that the Company could realize in
         a current market exchange.


                                       24
<PAGE>


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 it  timely  procuring  significant  external  debt  and/or  equity
         financing  to  fund  its  immediate  and  near-term   operations,   and
         subsequently  realizing  operating  cash  flows  from sales of its film
         products  sufficient to sustain its  longer-term  operations and growth
         initiatives,  including its desired  marketing  and new potential  film
         screenplays.

NOTE 3   DEVELOPMENT STAGE OPERATIONS

         As of February 28, 2006,  the Company was in the  development  stage of
         operations.  According to the Financial  Accounting  Standards Board of
         the Financial  Accounting  Foundation,  a development  stage Company is
         defined  as  a  company  that  devotes  most  of  its   activities   to
         establishing a new business  activity.  In addition,  planned principal
         activities  have  not  commenced,  or have  commenced  and have not yet
         produced significant revenue.

NOTE 4   INVESTMENT IN SCREENPLAYS

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

         Also during January 2005, the Company  acquired an option to purchase a
         screenplay  entitled  "Life.dot.com",   written  by  Frank  Gillman  in
         exchange  for  5,000  shares  of the  Company's  common  stock  with an
         aggregate value of $500. The agreement calls for the


                                       25
<PAGE>


         Writer to grant the  Company an  exclusive  and  irrevocable  option to
         purchase  all  motion  picture,   television,   and  allied  rights  in
         "Life.dot.com"  for the term of one year. In December 2005, the Company
         and the Writer agreed to extend the agreement  until January 2007.  The
         option has an exercise price of $10,000 upon execution plus one percent
         of the final budget, upon commencement of principal photography.

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

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

NOTE 5   RELATED PARTY TRANSACTION

         PREPAID LOAN COMMITMENT

         On February 16, 2005, the Company's President, Buddy Young, accepted an
         unsecured  promissory  note from the  Company  and agreed to lend up to
         $100,000  to the  Company to fund any cash  shortfalls.  The note bears
         interest at 8% and is due upon demand, no later than June 30, 2007. The
         outstanding balance was $2,500 as of February 28, 2006.

         The Company paid Mr. Young 190,000 shares of the Company's common stock
         with an aggregate value of $19,000 for the loan commitment. Accumulated
         amortization of the loan commitment at February 28, 2006 is $19,000.

NOTE 6   STOCKHOLDERS' DEFICIT

         During  the year  ended  February  28,  2005  the  Company  issued  the
         following shares of stock:

         January  9,  2005 -  1,000,000  shares  to the  Company's  Founder  and
         President, Buddy Young, in exchange for $10,000 cash.

         January  9,  2005 -  50,000  shares  valued  at  $5,000  to five of the
         Company's board of director  members in exchange for services  rendered
         during the year ended February 28, 2005.

         February 16, 2005 - 190,000  shares  valued at $19,000 to the Company's
         President, Buddy Young, in payment of a loan commitment.


                                       26
<PAGE>


         February 28, 2005 - 5,000 shares valued at $500 to Don  Tsuchiyama  for
         the option on his screenplay.

         February  28, 2005 - 5,000 shares  valued at $500 to Frank  Gillman for
         the option on his screenplay.

         For the year ended February 28, 2006, the Company's  President  devoted
         time to the development  process of the Company.  Compensation  expense
         totaling  $41,600 has been  recorded  for the year ended  February  28,
         2006.  Contributed services in 2005 were negligible.  The President has
         waived  reimbursement and has considered his services as a contribution
         to capital.

NOTE 7   INCOME TAXES

         DEFERRED TAX COMPONENTS

         Significant  components  of the  Company's  deferred  tax assets are as
         follows at February 28, 2006:

             Net operating loss carry-forward ..............   $ 8,600
                      Less valuation allowance .............    (8,600)
                                                               -------

             Net deferred tax assets .......................   $     0
                                                               =======

         Summary of valuation allowance:

             Balance, March 1, 2005 ........................   $ 1,200
             Addition for the year ended February 28, 2006 .     7,400
                                                               -------

             Balance, February 28, 2006 ....................   $ 8,600
                                                               =======

     In assessing the realizability of deferred tax assets, management considers
     whether it is more likely than not that some portion or all of the deferred
     tax assets is dependent upon the generation of future taxable income during
     the  periods  in  which  those  temporary  differences  become  deductible.
     Management  considers the scheduled  reversal of deferred tax  liabilities,
     projected future taxable income and tax planning  strategies in making this
     assessment.


                                       27
<PAGE>


         NET OPERATING LOSS

         The Company has the following net operating loss carry-forwards:

         YEAR OF LOSS          EXPIRATION DATE          AMOUNT
         ------------          ---------------          ------

         February 28, 2005    February 28, 2025       $   5,852
         February 28, 2006    February 28, 2026          37,136
                                                      ---------

         Total net operating loss carry-forwards      $  42,988
                                                      =========


                                       28
<PAGE>


ITEM 8.  CHANGES  IN  AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING  AND
         FINANCIAL DISCLOSURE

         None

ITEM 8A  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 annual  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.

ITEM 9.  DIRECTORS,   EXECUTIVE   OFFICERS,   PROMOTERS  AND  CONTROL   PERSONS;
         COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.


NAME                               AGE               POSITION
----                               ---               --------

Buddy Young                        70                President, Chief Executive
                                                     Officer, Chief Financial
                                                     Officer and Chairman

Joseph Adelman                     71                Vice President and Director

L. Stephen Albright                54                Secretary and Director

Frank Capra Jr.                    71                Vice President

Mel Powell                         40                Director

Dennis Spiegelman                  59                Director


         BUDDY YOUNG has served as president,  chief  executive  officer,  chief
financial  officer and chairman of the board of  directors  of Futura  Pictures,
Inc. since its inception in December 2003.  Additionally,  ever since June 2000,
he has served as an officer and director of Advanced Media  Training,  a company
that  produces  and  distributes   management  and  general  workforce  training
products. Since August 1996, Mr. Young has also managed a privately owned merger
and  acquisition  consulting  business  under the name of Advantage  Mergers and
Acquisitions, a fictitious name,(dba) established by Mr. Young for this purpose.
These consulting services focus mainly on


                                       29
<PAGE>


expanding  a  company's   business   through   mergers  or   acquisitions.   Mr.
Young/Advantage  does not offer any consulting or other services relating to the
offering or sale of  securities.  From 1999 through  April 29,  2003,  Mr. Young
served as the chief executive  officer and a director of Enhance  Biotech,  Inc.
(f.k.a.  Becor  Communications,  Inc.), a company involved in the development of
therapeutic  pharmaceuticals.  In addition, he currently serves as a director of
the Wien Group, Inc., a publicly held merchant banking company. Mr. Young was an
officer and director of Sporting Magic,  Inc., now known as Next, Inc, a company
in the business of marketing,  and distributing licensed and branded promotional
products and imprinted sportswear. From August 1998 until he resigned from those
positions on February 1, 2002.  From March 1998 until July 1999,  Mr. Young also
served as president,  chief  executive  officer and a director of MGPX Ventures,
Inc.,  now known as Contango  Oil & Gas,  Mr. Young  assisted  MGPX  Ventures in
adopting a new business  plan and  recruiting  new  management  to implement its
operations in the oil and gas exploration  industry.  From 1992 until July 1996,
Mr.   Young   served  as  president   and  chief   executive   officer  of  Bexy
Communications,  Inc., a publicly held company,  now known as Cheniere Energy, a
natural gas and oil company. For varying periods of time following his tenure as
an officer and director at Enhance Biotech,  Cheniere Energy, and Next, Inc. Mr.
Young/Advantage  served as a consultant  to these  companies  and received  cash
compensation for his consulting  services.  He no longer serves as a consultant,
nor has any other affiliation with any of these companies.  From June 1983 until
December 1991, Mr. Young was president,  chief executive  officer and a director
of Color Systems Technology, Inc., a publicly held company whose stock traded on
the American Stock Exchange. Color Systems' major line of business is the use of
its  patented  computer  process for the  conversion  of black and white  motion
pictures to color. Prior to joining Color Systems, Mr. Young served from 1965 to
1975 as Director of West Coast  Advertising  and  Publicity  for United  Artists
Corporation,  from  1975  to 1976  as  Director  of  Worldwide  Advertising  and
Publicity for Columbia  Pictures  Corp.,  from 1976 to 1979 as Vice President of
Worldwide Advertising and Publicity for MCA/Universal  Pictures,  Inc., and from
1981 to 1982 as a principal in the motion  picture  consulting  firm of Powell &
Young,  which  represented some of the industry's  leading film makers.  Enhance
Biotech,  along  with Wien  Group,  Next,  Contango  Oil & Gas,  Advanced  Media
Training and Cheniere  Energy are currently SEC  reporting  companies.  For over
thirty-five  years, Mr. Young has been an active member of The Academy of Motion
Picture  Arts  and  Sciences  and  has  served  on  a  number  of  industry-wide
committees.

         JOSEPH ADELMAN has served as an officer and director of Futura Pictures
since December 2004. Since 1991 he has served as the Chief Executive  Officer of
International   Entertainment  Enterprises,  a  leading  independent  sales  and
business representative for United States and international producers and owners
of feature  films,  documentaries  and  children's  animation.  He  started  his
entertainment  industry  career  in 1958  when he  joined  the  New  York  legal
department  at United  Artists  Corp.  In 1962 he moved to Los Angeles  where he
assumed the position of  Vice-President,  West Coast Business Affairs for United
Artists.  From 1977 to 1979 Mr. Adelman served as the Chief Operating Officer of
the   Association   of  Motion  Picture  &  Television   Producers,   where  his
responsibilities  included  negotiating  on behalf of the major  motion  picture
companies with Hollywood labor unions and with government regulatory agencies.

         From 1979 to 1983, he served as Vice  President of Business  Affairs at
Paramount   Pictures   supervising  all  of  the  feature  film  production  and
distribution negotiations with producers, directors,


                                       30
<PAGE>


writers,  stars, and composers.  In 1983 he co-founded  KidPix, a Distributor of
children's animated features for worldwide television and home video markets. In
1986, and until he joined  International  Entertainment  Enterprises in 1991, he
served as  President  of  distribution  at CST  Entertainment,  where his duties
included  overall  responsibility  for  negotiating  and  supervising  worldwide
television, home video and merchandising licenses for film library consisting of
100 motion pictures plus cartoon series & TV series.

         Mr.  Adelman is a  graduate  of New York  University  and  Harvard  law
School, and a member of the Bar in both California and New York. He is currently
a member of the  Executive  Branch of the  Academy  of Motion  Picture  Arts and
Sciences, and the National Association of Television Programming Executives.

         L. STEPHEN ALBRIGHT has served as a director and as secretary of Futura
Pictures since its inception in December 2003. Additionally, since June 2000, he
has served as an officer and director of Advanced Media  Training.  He served in
the same  positions  with  Sporting  Magic Inc.,  now known as Next,  Inc.  from
September 1998 until January 2000. Since July 2000, Mr. Albright has also served
as a consultant and counsel to Advantage Mergers and  Acquisitions,  a privately
held  merger  and  acquisition  business.  Prior  to  becoming  associated  with
Advantage Mergers and Acquisitions in July 2000, Mr. Albright was employed as an
associate attorney with Wasserman, Comden & Casselman, L.L.P. a law firm located
in Tarzana (Los Angeles)  California  from June,  1994 through June,  2000.  Mr.
Albright started his own law practice in June,  2000. Mr. Albright  received his
undergraduate degree in business administration and marketing from West Virginia
University  in  1975.  Following  careers  in  industrial  sales  and  new  home
construction,  Mr. Albright  entered Whittier College School of Law in 1980. Mr.
Albright was admitted to practice law in the State of  California  in 1983.  Mr.
Albright spent approximately half of his legal career in private practice, where
he has been primarily engaged in transactional  work, business  litigation,  and
providing  general legal  business  advice to clients.  Mr.  Albright also spent
seven years as in-house counsel,  vice president,  general counsel and secretary
to Color Systems Technology, Inc., a publicly-held company whose stock traded on
the  American  Stock  Exchange.  While  with Color  Systems,  Mr.  Albright  was
responsible  for  all  aspects  of  the  company's  business,  including  annual
shareholder's meetings; preparation and filing of the company's proxy materials,
annual  reports on Form 10-K,  and quarterly  reports on Form 10-Q; and drafting
and negotiating lease agreements, distribution and licensing agreements and debt
and equity funding arrangements.

         FRANK  CAPRA JR.,  has served as an  officer of Futura  Pictures  since
December 2004 in the capacity of vice president of  production.  He has been the
President and CEO of EUE Screen Gems Studios,  a motion  picture and  television
production studio located in Wilmington,  North Carolina, since 1997. The son of
famed Hollywood  director Frank Capra, he began his career in the  entertainment
industry more than 40 years ago as a second Assistant  Director,  progressing to
production  manager,   associate  producer  and  producer.   His  work  includes
television, TV movies and feature films, including wide screen and IMAX formats.
A short list of his major  film  projects  include:  GUNSMOKE,  ESCAPE  FROM THE
PLANET OF THE APES, PLAY IT AGAIN SAM, ESCAPE FROM NEW YORK, and FIRESTARTER. He
also was Executive Producer of DEATH BEFORE DISHONOR.


                                       31
<PAGE>


         Frank Capra Jr. teaches  classes at the University of North Carolina at
Wilmington, in their film studies program, which he started.

         He has a B.A. in Geology from Pomona  College and has attended  classes
at Cal-Tech. Mr. Capra sits on numerous boards,  including the Executives Branch
of the Academy of Motion  Pictures Arts and Sciences,  the National Board of the
Directors Guild of America and the North Carolina  Governor's Film Council.  Mr.
Capra received a Directors  Guild of America award in 2000 in recognition of his
instrumental role in transforming Wilmington into a regional production center.

         MEL POWELL has served as a director  since  December  2004.  Mr. Powell
brings a background in law, writing,  and marketing to the Company.  He attended
Yale as an undergraduate, and graduated from UCLA Law School in 1988. Mr. Powell
is a member of the California  Bar  Association,  and practiced  family law from
1988  through  1992  at the Los  Angeles  based  law  firm  of  Trope  &  Trope.
Additionally,  since June 2000,  he has served as an  officer  and  director  of
Advanced Media Training.  Since 1992, Mr. Powell has been self-employed  through
his  privately  held  company,  Breakaway  Entertainment.  During  his  time  at
Breakaway, he has written feature screenplays,  teleplays, radio screenplays for
Premiere  Radio  Networks,   and  screenplays  for  corporate  training  videos.
Additionally, he is an independent associate with Pre-Paid Legal Services, Inc.,
a company that provides legal services to middle- and  lower-income  individuals
and  families,  as well as providing  legal and other  consultation  services to
small  businesses.  He is a member of the Sherman Oaks,  CA, Chamber of Commerce
and the State Bar of California.

         DENNIS  SPIEGELMAN  has served as a director of Futura  Pictures  since
December 2004. Mr.  Spiegelman is an experienced  sales and marketing  executive
with a successful  track record in many aspects of the  entertainment  industry.
Since June 2000, he has also served as an officer and director of Advanced Media
Training.  He is currently  senior vice  president of worldwide  sales for Axium
Entertainment,  a privately held technology and financial  services  provider to
the entertainment  industry.  Prior to rejoining Axium in 2004 he served as vice
president of sales and marketing at Cast & Crew Entertainment Services,  Inc., a
position he accepted in April 1998. From 1995 to April 1998, Mr.  Spiegelman was
the vice  president of sales and  marketing for Axium  Entertainment,  Inc. Both
Cast & Crew and Axium  specialize  in  providing  payroll  and  payroll  related
services to the motion picture and television entertainment  industries.  Before
joining  Axium,  he held  similar  positions  with  AP  Services,  Inc.  and IDC
Entertainment Services.  During his career of more than 25 years, Mr. Spiegelman
has held various  other senior  positions,  including  director of operations at
Heritage  Entertainment,  and president and director of All American Group, Inc.
While at these companies,  Mr. Spiegelman was mainly responsible for the sale of
feature films to foreign theatrical, video, and television markets. In addition,
Mr. Spiegelman has served as executive producer of the theatrical motion picture
entitled NOBODY'S PERFECT and is a past president of Financial,  Administrative,
and   Management   Executives  in   Entertainment,   a  50-year-old   networking
organization for entertainment industry executives.

         Directors are elected in accordance  with our bylaws to serve until the
next annual  stockholders  meeting and until  their  successors  are elected and
qualified or until their earlier resignation or removal.


                                       32
<PAGE>


         Officers  are elected by the board of  directors  and hold office until
the  meeting of the board of  directors  following  the next  annual  meeting of
stockholders  and until their  successors  shall have been chosen and qualified.
Any officer may be removed,  with or without  cause,  by the board of directors.
Any vacancy in any office may be filled by the board of directors.

         There is no family  relationship  between  any  director  or  executive
officer of Futura Pictures.

ITEM 10. EXECUTIVE COMPENSATION

<TABLE>
<CAPTION>
----------------- -------- ------------ --------- ---------------- -------------- --------------- ----------- -----------------
                                                                                    Securities
                                                   Other Annual     Restricted      Underlying     LTIP         All Other
      Name         Year      Salary      Bonus     Compensation    Stock Awards   Options/ SARS    Payouts     Compensation
----------------- -------- ------------ --------- ---------------- -------------- --------------- ----------- -----------------
<S>               <C>           <C>        <C>           <C>             <C>             <C>          <C>        <C>
Buddy Young       2004
                  2005          -0-        -0-           -0-             -0-             -0-          -0-        (1) (3)
                  &
                  2006
----------------- -------- ------------ --------- ---------------- -------------- --------------- ----------- -----------------

L. Stephen        2004 &
Albright          2005          -0-        -0-           -0-          10,000             -0-          -0-        (1) (2)
----------------- -------- ------------ --------- ---------------- -------------- --------------- ----------- -----------------

Joseph Adelman    2004
                  2005          -0-        -0-           -0-          10,000             -0-          -0-        (1) (2)
                  &
                  2006
----------------- -------- ------------ --------- ---------------- -------------- --------------- ----------- -----------------

Dennis            2004
Spiegelman        2005          -0-        -0-           -0-          10,000             -0-          -0-        (1) (2)
                  &
                  2006
----------------- -------- ------------ --------- ---------------- -------------- --------------- ----------- -----------------

Frank Capra, Jr.  2004
                  2005          -0-        -0-           -0-          10,000             -0-          -0-        (1) (2)
                  &
                  2006
----------------- -------- ------------ --------- ---------------- -------------- --------------- ----------- -----------------

Mel Powell        2004
                  2005          -0-        -0-           -0-          10,000             -0-          -0-        (1) (2)
                  &
                  2006
----------------- -------- ------------ --------- ---------------- -------------- --------------- ----------- -----------------
</TABLE>

(1)      All officers and directors assumed their positions in January 2004.

(2)      Each received  10,000 shares in January,  2004 in exchange for services
         to the Company.

(3)      During the years ended  February 28, 2006 and 2005,  Mr. Young  devoted
         time to the development  process of our Company.  Compensation  expense
         totaling  $41,600 and $0 ahs been recorded for the years ended February
         28, 2006 and 2005, respectively.  For the years ended February 28, 2006
         and 2005,  Mr. Young has waived  reimbursement  and has  considered the
         total expense as additional paid-in capital.


                                       33
<PAGE>


EMPLOYMENT AND CONSULTING AGREEMENTS

         We do not have any employment or consulting  agreements with any of our
executive officers.

OPTION/SAR GRANTS

         We have not granted any options or stock appreciation  rights to any of
our executive officers or employees.

AGGREGATED OPTION/SAR EXERCISES

         Since we have never granted any options or stock appreciation rights to
any of our executive officers or employees, none exist to be exercised.

COMPENSATION OF DIRECTORS

         Other than the issuance of common stock as described  above,  directors
of the Company have not and do not receive any  compensation  for serving on the
board or for  attending  any  meetings.  Directors  who are also officers of the
Company receive no additional consideration for their service as a director.

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         The  following  table  sets  forth  information  about  the  beneficial
ownership of our  outstanding  common stock by each person  beneficially  owning
more than 5% of the shares, by each of our directors and officers, and by all of
our directors and officers as a group. The table shows the number and percentage
of shares  held by each  person as of  February  28,  2006,  The address of each
person  listed in the  table is 17337  Ventura  Boulevard,  Suite  208,  Encino,
California 91316.

                                                              PERCENTAGE
                                               NUMBER OF       OF CLASS
            NAME AND ADDRESS                  SHARES OWNED      OWNED
            ----------------                  ------------    ----------
            Young Family Trust ............   1,190,000(1)      95.20%

            Buddy Young and
            Rebecca Young .................   1,190,000(1)      95.20%

            Joseph Adelman ................      10,000          0.80%

            Stephen Albright ..............      10,000          0.80%

            Frank Capra Jr ................      10,000          0.80%


                                       34
<PAGE>


            Mel Powell ....................      10,000          0.80%

            Dennis Spiegelman .............      10,000          0.80%

            All officers and directors as a
               group (6 persons) ..........   1,240,000         99.20%

---------------
(1)  All of the shares  beneficially  owned by the Young  Family  Trust are also
     beneficially owned by Buddy Young and Rebecca Young, who, as co-trustees of
     the Trust,  share voting and investment power over the shares.  Buddy Young
     is a director and executive officer of Futura Pictures

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         We have an agreement  with our  President and majority  shareholder  to
borrow up to $100,000 at 8% interest  through June 30, 2007.  Repayment is to be
made when funds are  available  with the balance of  principal  and interest due
June 30, 2007.  Through  February 28, 2006,  the Company has borrowed a total of
$2,500 under this  agreement.  On February 16, 2005,  the Company paid Mr. Young
190,000 shares of the Company's  common stock with an aggregate value of $19,000
for the loan commitment.

         We currently do not utilize any office space. Our Secretary,  Director,
and corporate attorney, L. Stephen Albright, located at 17337 Ventura Boulevard,
Suite 208, Encino,  California 91316 handles all administrative matters from his
office. We anticipate that for the foreseeable future Mr. Albright will continue
to  handle  our  minimal  administrative  matters  until  we are  able to  raise
sufficient funds to acquire office space and fund our planned operations.

         The  promoters  of  the  Company  consist  of  the  following  founding
shareholders,  all of whom received  their stock in January,  2004.  Buddy Young
formed the  Company  with a capital  contribution  of $10,000  in  exchange  for
1,000,000  shares.  Mr. Young had those shares issued to the Young Family Trust.
Mr. Young and his wife are beneficiaries and trustees of the Young Family Trust.
In addition,  the Young Family Trust  received an additional  190,000  shares in
exchange for Mr. Young's commitment to provide certain financing to the Company.
Joseph Adelman,  Dennis Spiegelman,  L. Stephen Albright,  Mel Powell, and Frank
Capra, Jr. each received 10,000 shares for services rendered to the Company.

         At such time as the  Company's  revenues  may permit,  the Company will
consider  paying  salaries to its  officers and  directors,  some of whom may be
promoters. In the future, the Company may consider paying Mr. Albright for legal
services to the Company. The Company, at its discretion, may issue equity to its
officers,  directors,  employees,  some of whom may be  promoters,  for services
rendered to the Company.

         None of the Company's assets were or are to be acquired from any of the
Company's promoters.  Further, no asset of the Company was transferred to any of
the promoters.


                                       35
<PAGE>


ITEM 13.  EXHIBITS

         The following  documents are included or  incorporated  by reference as
exhibits to this report:

     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. 31.2 Certification of CFO 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.

ITEM 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES

AUDIT FEES

         The aggregate  fees billed for  professional  services  rendered by our
principal  accountants  for the audit of our  financial  statements  and for the
reviews of the financial statements included in our annual report on Form 10-KSB
and 10-QSBs respectively, and for other services normally provided in connection
with statutory  filings were $9,192 and $-0-,  respectively,  in the years ended
February 28, 2006 and February 28, 2005.

TAX FEES

         The aggregate  fees billed by our auditors for tax  compliance  matters
were $1,190 and $-0- in the fiscal  years ended  February  28, 2006 and February
28, 2005.

ALL OTHER FEES

         We did not incur any fees for other  professional  services rendered by
our  independent  auditors during the years ended February 28, 2006 and February
28, 2005.


                                       36
<PAGE>


                                   Signatures

In  accordance  with  Section 13 or 15(d) of the Exchange  Act,  the  registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                           FUTURA PICTURES, INC.


                                       By:   /S/BUDDY YOUNG
                                           -------------------------------------
                                           Buddy Young
                                           President and Chief Executive Officer


     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.

NAME                            TITLE                               DATE
----                            -----                               ----


 /S/ BUDDY YOUNG                President, Chief Executive          May 24, 2006
---------------------------     Officer, Chief Financial
Buddy Young                     Officer and Director (Principal
                                Executive, Financial and
                                Accounting Officer)


 /S/ JOSEPH ADELMAN             Director                            May 24, 2006
---------------------------
Joseph Adelman


 /S/ L. STEPHEN ALBRIGHT        Director                            May 24, 2006
---------------------------
L. Stephen Albright


 /S MEL POWELL                  Director                            May 24, 2006
---------------------------
Mel Powell


 /S/ DENNIS SPIEGELMAN          Director                            May 24, 2006
---------------------------
Dennis Spiegelman


                                       37