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

                                    FORM 10-K

         (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, 2009

[_]      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 organization)     (IRS Employer incorporation or
                                                       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)

Indicate by check mark if the  registrant is a well-known  seasoned  issuer,  as
defined in Rule 405 of the Securities Act.  Yes [_]  No [X]

Indicate  by  check  mark if the  registrant  is not  required  to file  reports
pursuant to Section 13 or Section 15(d) of the Act.  Yes [_]  No [X]

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 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 [_]

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation S-K (ss.229.405 of this chapter) is not contained herein, and will
not 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-K
or any amendment to this Form 10-K. [_]

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

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

Indicate by check mark whether the  registrant is a shell company (as defined in
Rule 12b-2 of the Act.)  Yes [_]  No [X]

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


<PAGE>


                                    CONTENTS

                                                                            PAGE
                                                                            ----
PART I

   Item 1.     Description of Business.........................................4
   Item 2.     Description of Property........................................10
   Item 3.     Legal Proceedings..............................................10
   Item 4.     Submission of Matters to a Vote of Security Holders............10

PART II

   Item 5.     Market for Common Equity and Related Stockholder Matters.......11
   Item 6.     Selected Financial Data........................................12
   Item 7.     Management's Discussion and Analysis or Plan of Operation......12
   Item 8.     Financial Statements...........................................17
   Item 9.     Changes in and Disagreements with Accountants on
               Accounting and Financial Disclosure............................32
   Item 9A(T). Controls and Procedure.........................................32
   Item 9B.    Other Information..............................................32

PART III

   Item 10.    Directors, Executive Officers, Promoters and Control
               Persons: Compliance with Section 16(a) of the Exchange Act.....32
   Item 11.    Executive Compensation.........................................35
   Item 12.    Security Ownership of Certain Beneficial Owners and
               Management and Related Stockholder Matters.....................36
   Item 13.    Certain Relationships and Related Transactions.................37
   Item 14.    Principal Accountant Fees and Services.........................37

PART IV

   Item 15.    Exhibits, Financial Statement Schedules .......................38

SIGNATURES     ...............................................................39


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<PAGE>


            CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

         This fiscal 2008 Annual  Report on Form 10-K,  including  the  sections
entitled  "Management's  Discussion  and  Analysis of  Financial  Condition  and
Results of Operations" and  "Business,"  contains  "forward-looking  statements"
that  include   information   relating  to  future  events,   future   financial
performance, strategies,  expectations,  competitive environment, regulation and
availability of resources.  These  forward-looking  statements include,  without
limitation,  statements  regarding:  proposed  new  products  or  services;  our
statements  concerning  litigation  or  other  matters;   statements  concerning
projections, predictions, expectations, estimates or forecasts for our business,
financial and operating results and future economic  performance;  statements of
management's  goals and objectives;  trends  affecting our financial  condition,
results  of  operations  or  future  prospects;  our  financing  plans or growth
strategies;  and  other  similar  expressions  concerning  matters  that are not
historical  facts.  Words such as "may,"  "will,"  "should,"  "could,"  "would,"
"predicts,"   "potential,"   "continue,"  "expects,"   "anticipates,"  "future,"
"intends," "plans," "believes" and "estimates," and similar expressions, as well
as statements in future tense, identify forward-looking statements.

         Forward-looking  statements should not be read as a guarantee of future
performance or results,  and will not necessarily be accurate indications of the
times at, or by which,  that  performance  or those  results  will be  achieved.
Forward-looking  statements are based on information  available at the time they
are made and/or  management's  good faith belief as of that time with respect to
future  events,  and are  subject to risks and  uncertainties  that could  cause
actual  performance or results to differ  materially  from those expressed in or
suggested by the forward-looking statements.  Important factors that could cause
these differences include, but are not limited to:

         o        our inability to raise additional funds to support  operations
                  and capital expenditures;

         o        our inability to achieve greater and broader market acceptance
                  of our  products  and  services  in  existing  and new  market
                  segments;

         o        our inability to  successfully  compete  against  existing and
                  future competitors;

         o        our  inability  to  manage  and  maintain  the  growth  of our
                  business;

         o        our inability to protect our intellectual property rights; and

         o        other  factors  discussed  under  the  headings  "Management's
                  Discussion and Analysis of Financial  Condition and Results of
                  Operations" and "Business."

         Forward-looking statements speak only as of the date they are made. You
should not put undue reliance on any  forward-looking  statements.  We assume no
obligation  to update  forward-looking  statements  to reflect  actual  results,
changes in  assumptions  or changes in other factors  affecting  forward-looking
information,  except to the extent required by applicable securities laws. If we
do update one or more forward-looking  statements,  no inference should be drawn
that  we  will  make   additional   updates  with  respect  to  those  or  other
forward-looking statements.


                                       3
<PAGE>


ITEM 1.  DESCRIPTION OF BUSINESS

(a)      BACKGROUND

         We were  incorporated  in the State of Delaware on December  10,  2003.
From the date of  incorporation  through December 2007 the sole component of our
business plan called for the producing and co-financing of 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.

         During 2005 we acquired one year options on two screenplays.  The first
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 second screenplay we optioned in 2005
was 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. The options on both screenplays were renewed through June 2009.

         While we continued  our efforts to raise  sufficient  funds to initiate
our business plan, and in an attempt to generate operating revenue,  in December
2007, we entered into a Production  Agreement with the Hathaway Group to develop
and produce a one hour  television  documentary.  Under the Agreement we were to
receive  $150,000  as  total  compensation  for  writing,  shooting,  producing,
editing,  and in all respects  completing  the  documentary  in accordance  with
standard  television  broadcast  specifications.  We were to receive  payment in
installments  based on the  completion  of  certain  stages  of the  Production.
Through  November  2008,  we received a total of $50,000  which was  recorded as
Unearned Revenue.  In February 2009, the Hathaway Group agreed with us to cancel
the Project with no monies owed by either  party.  The $50,000 has been recorded
as a reimbursement  of production  costs in Production Costs in the Statement of
Operations.

         In November 2008,  the Company  commenced the production of a 47 minute
"self-improvement"  DVD  entitled,  "THE 5 SECRETS OF  COMMUNICATION  THAT SWEPT
OBAMA TO THE  PRESIDENCY."  The DVD uses  video  examples  of  President  Barack
Obama's  most  memorable  speeches  to  illustrate  five  essential  secrets  of
effective public and personal communication. International communication analyst
and  coach  Richard  Greene  hosts  the  DVD  and  instructs  in the  system  of
communication techniques he created. The DVD was completed in February 2009, and
is  being  sold  and  marketed   via  the  internet  and  through   distributors
specializing in the sale of product to the educational  market,  i.e. libraries,
universities etc.

(b)      DESCRIPTION OF BUSINESS

         As stated  earlier,  our  business  plan call for 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 would  mainly be
targeted to family audiences,  encompassing among others, such genres as sports,


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<PAGE>


sci-fi,  mystery,  action/adventure  and comedy.  Additionally,  in an effort to
generate revenue,  management has decided to expand the Company's  business plan
to include the producing of  "self-improvement"  DVDs, whose production  budgets
are in most cases  substantially  less than the  budgets  required  to produce a
motion picture.

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 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 intended 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 entertainment 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


                                       5
<PAGE>


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  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


                                       6
<PAGE>


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 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 enjoy motion  picture  entertainment.  In its 2007 annual report on the home
entertainment  business  the  Entertainment  Merchant  Association  stated  that
consumer  spending  on home video is nearly  three  times  greater  than that of
theatrical box office.  The report further stated that eighty eight million U.S.
households  are DVD capable,  and that  consumer  spending on home video in 2006
exceeded $24 billion. Sell through accounted for approximately $16.5 billion and
rental generated approximately $8.5 billion.

         DVD is now considered to be the centerpiece of home entertainment, with
its  ease  of  use,  and  its  capability  of  affording  the  consumer  options
unavailable  in-theater  versions of films,  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


                                       7
<PAGE>


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.   Management  believes  that  this  trend  opens  the  marketplace  to
direct-to-home-video films, with their significantly lower costs of duplication.

         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 worldwide home video industry
in general.

         The  expanding  number of venues from which DVDs are purchased has also
bolstered the market.  Previously,  feature  films were  available on theatrical
screens only. Eventually,  they came to television. Now, in the 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,  and online  services such as
Netflix.  Thus home-video playback capability exists in most domestic homes, and
DVD themselves are more readily available. Each of these factors has combined to
dramatically  increase the market to a public  receptive to purchasing  DVDs for
in-home entertainment.

"SELF-IMPROVEMENT" DVD  PRODUCTION

         The process of  producing  "Self-improvement"  DVDs is comprised of the
same  stages  of  production  as  outlined  above for the  production  of motion
pictures. They are: (a) pre production, (b) principal photography,  and (c) post
production We anticipate  that the budgets for the production of these DVDs will
range between $50,000 and $100,000.

THE SELF IMPROVEMENT MARKET

         MARKETDATA  ENTERPRISES'  U.S. MARKET FOR SELF  IMPROVEMENT  PRODUCTS &
SERVICES report dated October 2008 estimates that the self-improvement market in
the U.S. was worth $11.0 billion in 2007,  versus $9.73 billion in 2005--a 13.6%
2-year gain. Further, they project the market will grow at a 6.2% average annual
pace to 2012, reaching $14.17 billion.

         Products and services  within the  industry  are mainly  comprised  of:
books, audiotapes,  CDs, DVDs, seminars and workshops,  infomercials,  catalogs,
and   lectures.    Among   the   topics   covered   by   these   products   are:
inspirational/motivational,  losing weight, leadership,  sales skills, improving
relationships,   gaining  financial   independence/money  making  opportunities,
exercise programs or equipment, stress management, memory improvement, and speed
reading.

         According to Marketdata's report the self-improvement market is largely
comprised of female customers, especially for programs related to relationships,
weight loss, exercise,  spirituality and Far Eastern topics.  Seventy percent of
self  improvement  book buyers and seminar  participants are women. For men, the
market  is  concentrated   primarily  on  business  and  organizational   skills
improvement, and money making opportunities like real estate investment or stock


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trading systems. Programs related to stress management and relaxation techniques
are more  broad-based,  applicable  to both sexes.  A  substantial  share of our
customers  is  located on the two coasts of the  United  States.  California  is
especially receptive to "new age" topics, Far Eastern disciplines,  holistic and
alternative health care.

COMPETITION

         Both  the  motion  picture  and  the  self-improvement  industries  are
comprised  of  numerous  large,  mid-sized,  and  small  independent  production
companies.  Many of these  companies  have access to vast  financial  resources.
Additionally,  they have established long standing relationships with talent and
distribution outlets throughout the world.

         Some of the companies in the these industries have been operating since
the 1930s,  while others have just recently  become  popular by virtue of a high
grossing motion picture or best selling book/DVD.

COMPANY HISTORY

         We were  incorporated  in the State of Delaware on December  10,  2003.
From the date of  incorporation  through December 2007 the sole component of our
business plan called for the producing and co-financing of 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.

         During 2005 we acquired one year options on two screenplays.  The first
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 second screenplay we optioned in 2005
was 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. The options on both screenplays were renewed through June 2009.

         While we continued  our efforts to raise  sufficient  funds to initiate
our business plan, and in an attempt to generate operating revenue,  in December
2007, we entered into a Production  Agreement with the Hathaway Group to develop
and produce a one hour  television  documentary.  Under the Agreement we were to
receive  $150,000  as  total  compensation  for  writing,  shooting,  producing,
editing,  and in all respects  completing  the  documentary  in accordance  with
standard  television  broadcast  specifications.  We were to receive  payment in
installments  based on the  completion  of  certain  stages  of the  Production.
Through  November  2008,  we received a total of $50,000  which was  recorded as
Unearned Revenue.  In February 2009, the Hathaway Group agreed with us to cancel
the Project with no monies owed by either  party.  The $50,000 has been recorded
as a reimbursement  of production  costs in Production Costs in the Statement of
Operations.


                                       9
<PAGE>


         In November  2008,  the  Company  commenced  production  on a 47 minute
"self-improvement"  DVD  entitled,  "THE 5 SECRETS OF  COMMUNICATION  THAT SWEPT
OBAMA TO THE PRESIDENCY."

         The DVD uses video examples of President  Barack Obama's most memorable
speeches to illustrate five essential  secrets of effective  public and personal
communication.  International  communication  analyst and coach  Richard  Greene
hosts  the DVD and  instructs  in the  system  of  communication  techniques  he
created.  The DVD was  completed  in  February  2009,  and is being sold via the
internet  and through  distributors  specializing  in the sale of product to the
educational market, i.e. libraries, universities etc.

ITEM 2.  DESCRIPTION OF PROPERTY

         We  currently  use  at no  cost  office  space  provided  to us by  our
president  located at 17337 Ventura  Boulevard,  Suite 208,  Encino,  California
91316. We handle all administrative  matters from his office. We anticipate that
for the  foreseeable  future Mr. Young will  continue to allow us to utilize his
office  until we have  sufficient  funds to  acquire  office  space and fund our
planned operations.

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, 2009.


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                                     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
management  believes  it  is in  the  best  interest  of  the  Company  and  its
shareholders   we  will  apply  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.

HOLDERS

         As of February  28,  2009,  we have  1,599,750  shares of common  stock
issued and outstanding  held by 76 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 100,000,000  shares of common stock,  $0.0001 par value. As of
February 28, 2009, 1,599,750 shares of common stock were issued and outstanding,
all of which are fully paid and non-assessable.


                                       11
<PAGE>


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

None

ITEM 6.  SELECTED FINANCIAL INFORMATION

                                                                   DECEMBER 10,
                                        FOR THE YEARS ENDED            2003
                                   ----------------------------      (DATE OF
                                                   FEBRUARY 29,    INCEPTION) TO
                                   FEBRUARY 28,        2008        FEBRUARY 28,
                                       2009         AS RESTATED        2009
                                   ------------    ------------    ------------
Statement of Operations Data

Total Revenue ..................   $       --      $       --      $       --
Operating Loss .................   $    (99,321)   $    (63,774)   $   (310,554)
Net loss after taxes ...........   $   (100,121)   $    (64,574)   $   (314,554)
Net loss per share .............   $      (0.06)   $      (0.04)   $      (0.23)

Balance Sheet Data

Total assets ...................   $      7,672    $     32,823
Total liabilities ..............   $     66,926    $     29,706
Stockholders' deficit ..........   $    (59,254)   $      3,117


ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

         You should read this section together with our financial statements and
related  notes  thereto  included  elsewhere in this report.  In addition to the
historical  information  contained herein, this report contains  forward-looking
statements  that  are  subject  to  risks  and  uncertainties.   Forward-looking
statements  are not  based  on  historical  information  but  relate  to  future
operations, strategies, financial results or other developments. Forward-looking
statements  are  necessarily  based  upon  estimates  and  assumptions  that are
inherently   subject  to   significant   business,   economic  and   competitive
uncertainties and  contingencies,  many of which are beyond our control and many
of which,  with  respect to future  business  decisions,  are subject to change.
Certain  statements  contained in this Form 10, including,  without  limitation,
statements containing the words "believe,"  "anticipate,"  "estimate," "expect,"
"are  of  the   opinion   that"  and  words  of   similar   import,   constitute
"forward-looking  statements."  You should not place any undue reliance on these
forward-looking statements.

         You should be aware that our results from operations  could  materially
be effected by a number of factors,  which  include,  but are not limited to the


                                       12
<PAGE>


following:  economic and  business  conditions  specific to the motion  picture,
television, and home video industries;  competition from other producers of home
video content;  and television  documentaries,  our ability to control costs and
expenses,  access to capital,  and our ability to meet contractual  obligations.
There may be other  factors not  mentioned  above or included  elsewhere in this
report  that  may  cause   actual   results  to  differ   materially   from  any
forward-looking information.

CRITICAL ACCOUNTING POLICIES

         Our discussion  and analysis of our financial  condition and results of
operations are based upon our statements, which have been prepared in accordance
with  accounting  principles  generally  accepted  in  the  United  States.  The
preparation  of these  financial  statements  requires us to make  estimates and
judgments that affect the reported amounts of assets, liabilities,  revenues and
expenses.  In consultation  with our Board of Directors,  we have identified two
accounting policies that we believe are key to an understanding of our financial
statements.  These are important  accounting policies that require  management's
most difficult, subjective judgment.

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

         The Company's  continuation  as a going concern  currently is dependent
upon timely procuring  significant external debt and/or equity financing to fund
its immediate and near-term  operations,  and subsequently  realizing  operating
cash flows from sales of its film products sufficient to sustain its longer-term
operations  and growth  initiatives,  including  its desired  marketing  and new
potential film screenplays.

         NON-CASH EQUITY ISSUANCES.  We periodically  issue shares of our common
stock in exchange for, or in settlement of, services.  Our management values the
shares issued in such transactions at either the then market value of our common
stock,   as  determined  by  the  Board  of  Directors  and  after  taking  into
consideration   factors  such  as  the  volume  of  shares   issued  or  trading
restrictions,  or the value of the services received,  whichever is more readily
determinable.

GENERAL

         In November  2008,  the  Company  commenced  production  on a 47 minute
"self-improvement"  DVD  entitled,  "THE 5 SECRETS OF  COMMUNICATION  THAT SWEPT
OBAMA TO THE PRESIDENCY."

         The DVD uses video examples of President  Barack Obama's most memorable
speeches to illustrate five essential  secrets of effective  public and personal
communication.  International  communication  analyst and coach  Richard  Greene
hosts  the DVD and  instructs  in the  system  of  communication  techniques  he


                                       13
<PAGE>


created.  The DVD was  completed  in  February  2009,  and is being sold via the
internet  and through  distributors  specializing  in the sale of product to the
educational market, i.e. libraries, universities etc.
(See Company History Page 9)

EXPENSES

GENERAL AND ADMINISTRATIVE

         To date,  our expenses have  consisted  mainly of selling,  general and
administrative expenses. The main components being compensation to the Company's
President, Buddy Young- in the amount of $41,600, of which $25,550 Mr. Young has
waived  reimbursement  and the amount has been  applied  to  additional  paid-in
capital,  professional services and the amortization of our loan commitment fee.
During the year ended February 28, 2009, we incurred a total of $82,791 selling,
general and administrative  expenses,  compared to a total of $63,774 during the
year ended  February  29, 2008.  This  represents  an increase of $19,017.  This
increase is a result of increases in our  accounting and auditing fees of $4,600
and our legal  expenses of $5,625 due to our filing and reporting  requirements.
We also  experienced  an  increase  of $3,000  in our  marketing  and  publicity
expenses as well as an increase of $4,750 in our travel  expenses,  both related
to our developing projects.  Total selling,  general and administrative expenses
since inception amounted to $289,024.

PRODUCTION COSTS

         During  the year  ended  February  28,  2009,  we  incurred  $16,530 in
production  costs  primarily  related to a DVD and workbook  combination  we are
creating ("The 5 Communication Secrets That Swept Obama to the Presidency").  We
have no historical  revenue to aid us in accurately  forecasting  revenues to be
earned on these videos and have,  accordingly,  expensed such costs as incurred.
As noted above in our Description of Business,  we received  $50,000 towards the
development of a documentary.  As of February 2009, the production  contract was
terminated.  The monies  received  have been  classified as a  reimbursement  of
production costs in our Statement of Operations.

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

PLAN OF OPERATION

         To  enable  us to begin  production  on one of the  screenplays  we had
optioned  our  activities  during  most of the last 12 months  were  focused  on
raising  funds  through  the  sale of  equity,  or other  traditional  borrowing
sources. Additionally, we worked on producing a television documentary under the
terms of the agreement  signed in December 2007. As a result of the  termination
of that  agreement,  (See Company History Page 11), in February 2009, all worked
ceased on the  documentary.  Given our  inability to date to raise the necessary
capital to implement our business plan of producing and  co-financing low budget
motion pictures, and the current difficulty in raising capital caused by general
market  conditions,  management  has decided to put that  element of the plan on


                                       14
<PAGE>


hold,  and to  focus  its  efforts  during  the  next  12  months  on  producing
educational/self-improvement  DVDs whose production  budgets range between fifty
and one hundred  thousand  dollars.  Additionally,  we will work to maximize the
revenue  potential  of the DVD that we  completed  during  the first  quarter of
fiscal 2009, entitled "THE FIVE SECRETS OF COMMUNICATION THAT SWEPT OBAMA TO THE
PRESIDENCY."  There  can be no  assurance  that  we will  ever be able to  raise
sufficient  fund to  permit  us to  produce  or  co-finance  low  budget  motion
pictures.

         "THE FIVE SECRETS OF COMMUNICATION THAT SWEPT OBAMA TO THE PRESIDENCY,"
has generated approximately $4,000 in revenue during the first quarter of fiscal
2009. We anticipate  that cash resulting from the further sales and licensing of
"THE FIVE SECRETS OF COMMUNICATION THAT SWEPT OBAMA TO THE PRESIDENCY." or funds
provided to us by our president and  principal  shareholder,  under a promissory
note dated  February 16, 2005,  as amended,  will be sufficient to fund our cash
requirements to continue our efforts through February 2010.

         If during  the next  twelve  months  our  revenue  is  insufficient  to
continue  operations,  and we are  unable  to raise  funds  through  the sale of
additional equity, or from traditional  borrowing sources, we may be required to
scale back our planned operations,  or be forced to totally abandon our business
plan and seek other business  opportunities in a related or unrelated  industry.
Such  opportunities  may include a reverse merger with a privately held company.
The  result  of which  could  cause the  existing  shareholders  to be  severely
diluted.

         In 2005 we  issued  10,000  shares of our  common  stock to each of our
directors  and  executive  officers,  excluding  Buddy Young,  our president and
principal  shareholder,  for services to the  Company.  These  services  include
advice on the  development of our business plan,  introduction to motion picture
production and distribution  personnel,  and handling negotiations with industry
personnel.  We do not have any consulting or employment  agreements  with any of
our officers or directors.

         In February 2005,  the Company  issued to our  president,  Buddy Young,
190,000 shares of our common stock as compensation  for his agreement to lend up
to $100,000  to the Company to fund any cash  shortfalls  through  February  28,
2010.  The note bears  interest at 8% and is due no later than June 30, 2010. As
of February 28, 2009,  the balance owing on this  agreement was $19,457.  Except
for the shares indicated here, no other shares have been issued to any person or
entity for services rendered to the Company.

EMPLOYEES

         Due to our very limited financial  resources,  the Company's President,
Buddy  Young,  along with  Joseph  Adelman,  and Mel  Powell,  our  Director  of
acquisitions,  all work on a part-time  basis.  Other than Mr. Young,  none have
received any cash compensation from the Company.  During the year ended February
28, 2009, Mr. Young's services were valued at $41,600, of which $16,050 was paid
in cash and the remaining $25,550 Mr. Young has waived reimbursement of. 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


                                       15
<PAGE>


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 $2,672 on February 28, 2009.  Other than funds
generated from the sale of "THE FIVE SECRETS OF  COMMUNICATION  THAT SWEPT OBAMA
TO THE PRESIDENCY"  DVD, our only other known cash resource is an agreement with
our President and majority  shareholder to fund any shortfall in cash flow up to
$100,000 at 8% interest  through  February 28, 2010. As of February 28, 2009 the
balance owing on this agreement is $19,457. Payment of principal and interest is
due on this loan on June 30,  2010.  During the year ended  February 28, 2009 we
sold 61,000  shares of our common  stock at $0.20 per share.  As a result of the
sale of these shares the Company received a total of $12,200.

         We  believe  the cash  generated  by the Sale of "THE FIVE  SECRETS  OF
COMMUNICATION  THAT SWEPT OBAMA TO THE PRESIDENCY"  DVD, and further  borrowings
from our President will be sufficient to satisfy our budgeted cash  requirements
through  February 28, 2010. 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.


                                       16
<PAGE>


ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

                              FUTURA PICTURES, INC.

                          INDEX TO FINANCIAL STATEMENTS

                                                                            PAGE
                                                                            ----

Report of Independent Registered Public Accounting Firm..............         18

Balance Sheets as of February 28, 2009 and February 29, 2008.........         19

Statements of Operations.............................................         20
     Years Ended February 28, 2009 and February 29, 2008
     Period from December 10, 2003 (Date of Inception) to
         February 28, 2009

Statements of Stockholders' Deficit..................................         21
     Period from December 10, 2003 (Date of Inception) to
         February 28, 2009

Statements of Cash Flows.............................................         23
     Years Ended February 28, 2009 and February 29, 2008
     Period from December 10, 2003 (Date of Inception) to
         February 28, 2009

Notes to Financial Statements - February 28, 2009....................         25


                                       17
<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  sheets of Futura  Pictures,  Inc. (a
development  stage company;  the "Company") as of February 28, 2009 and February
29, 2008 and the related  statements of  operations,  stockholders'  deficit and
cash flows for the years then ended and from  inception  (December  10,  2003)to
February 28, 2009.  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 determined
that it was not  required to have,  nor were we engaged to perform,  an audit of
its internal control over financial reporting.  Our audit included consideration
of  internal  control  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, 2009
and February 29, 2008 and the results of its  operations  and its cash flows for
the years then ended and from inception to February 28, 2009, 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 LLP
April 29, 2009
Camarillo, California


                                       18
<PAGE>


<TABLE>
                              FUTURA PICTURES, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                                 BALANCE SHEETS
                     FEBRUARY 28, 2009 AND FEBRUARY 29, 2008

<CAPTION>
                                                                                   2008
                                                                   2009        (As Restated)
                                                               ------------    ------------
<S>                                                            <C>             <C>
ASSETS

   Cash ....................................................   $      2,672    $     20,823
   Prepaid expenses ........................................           --             1,000
   Inventories .............................................          5,000            --
   Production in progress ..................................           --            11,000
                                                               ------------    ------------

        TOTAL ASSETS .......................................   $      7,672    $     32,823
                                                               ============    ============



LIABILITIES

   Accrued expenses ........................................   $     47,188    $      3,737
   Unearned revenue ........................................           --            25,000
   Accrued interest - related party ........................            281              12
   Loan payable - related party ............................         19,457             957
                                                               ------------    ------------

        TOTAL LIABILITIES ..................................         66,926          29,706

STOCKHOLDERS' EQUITY (DEFICIT)

   Common stock, par value $0.0001 per share
        Authorized - 100,000,000 shares
        Issued and outstanding - 1,599,750 shares and
        1,538,750 shares, respectively .....................            160             154
   Additional paid-in capital ..............................        255,140         217,396
   Deficit accumulated during the development stage ........       (314,554)       (214,433)
                                                               ------------    ------------

        TOTAL STOCKHOLDERS' EQUITY (DEFICIT) ...............        (59,254)          3,117
                                                               ------------    ------------

        TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)   $      7,672    $     32,823
                                                               ============    ============
</TABLE>


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


                                       19
<PAGE>


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

<CAPTION>
                                                                            DECEMBER 10,
                                                 FOR THE YEARS ENDED            2003
                                            ----------------------------      (DATE OF
                                                            FEBRUARY 29,    INCEPTION) TO
                                            FEBRUARY 28,        2008        FEBRUARY 28,
                                                2009         AS RESTATED        2009
                                            ------------    ------------    ------------
<S>                                         <C>             <C>             <C>
REVENUE .................................   $       --      $       --      $       --
                                            ------------    ------------    ------------

DEVELOPMENT STAGE EXPENSES

   Selling, general and administrative ..   $     82,791    $     63,774    $    289,024
   Production costs, net of reimbursement         16,530            --            16,530
   Directors' fees, non-cash compensation           --              --             5,000
                                            ------------    ------------    ------------

       TOTAL DEVELOPMENT STAGE EXPENSES .         99,321          63,774         310,554
                                            ------------    ------------    ------------

(LOSS) BEFORE INCOME TAXES ..............        (99,321)        (63,774)       (310,554)

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

NET (LOSS) ..............................   $   (100,121)   $    (64,574)   $   (314,554)
                                            ============    ============    ============

NET (LOSS) PER COMMON SHARE

   Basic and diluted ....................   $      (0.06)   $      (0.04)   $      (0.23)
                                            ============    ============    ============

WEIGHTED AVERAGE NUMBER OF COMMON
   SHARES OUTSTANDING

   Basic and diluted ....................      1,597,777       1,459,930       1,385,485
                                            ============    ============    ============
</TABLE>


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


                                       20
<PAGE>


<TABLE>
                              FUTURA PICTURES, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                  STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
                      FOR THE PERIOD FROM DECEMBER 10, 2003
                    (DATE OF INCEPTION) TO FEBRUARY 28, 2009

<CAPTION>
                                                                                DEFICIT
                                                                              ACCUMULATED        TOTAL
                                        COMMON STOCK           ADDITIONAL     DURING THE     STOCKHOLDERS'
                                ---------------------------     PAID-IN       DEVELOPMENT       EQUITY
                                   SHARES         AMOUNT        CAPITAL         STAGE          (DEFICIT)
                                ------------   ------------   ------------   ------------    ------------
<S>                                <C>         <C>            <C>            <C>             <C>
Issuance of common stock for
   cash - January 9, 2005 ...      1,000,000   $        100   $      9,900   $       --      $     10,000

Issuance of common stock for
   directors' fees -
   January 9, 2005 ..........         50,000              5          4,995           --             5,000

Issuance of common stock for
   loan commitment -
   related party -
   February 16, 2005 ........        190,000             19         18,981           --            19,000

Issuance of common stock for
   screenplay options -
   February 28, 2005 ........         10,000              1            999           --             1,000

Net (loss) for the year ended
   February 28, 2005 ........           --             --             --           (5,852)         (5,852)
                                ------------   ------------   ------------   ------------    ------------

Balance, February 28, 2005 ..      1,250,000   $        125   $     34,875   $     (5,852)   $     29,148
                                ------------   ------------   ------------   ------------    ------------

Contributed services ........           --             --           41,600           --            41,600

Net (loss) for the year ended
   February 28, 2006 ........           --             --             --          (78,776)        (78,776)
                                ------------   ------------   ------------   ------------    ------------

Balance, February 28, 2006 ..      1,250,000   $        125   $     76,475   $    (84,628)   $     (8,028)
                                ------------   ------------   ------------   ------------    ------------

Issuance of common stock for
   cash .....................        102,750             10         20,540           --            20,550
</TABLE>


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


                                       21
<PAGE>


<TABLE>
                              FUTURA PICTURES, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                  STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
                      FOR THE PERIOD FROM DECEMBER 10, 2003
                    (DATE OF INCEPTION) TO FEBRUARY 28, 2009

<CAPTION>
                                                                                DEFICIT
                                                                              ACCUMULATED        TOTAL
                                        COMMON STOCK           ADDITIONAL     DURING THE     STOCKHOLDERS'
                                ---------------------------     PAID-IN       DEVELOPMENT       EQUITY
                                   SHARES         AMOUNT        CAPITAL         STAGE          (DEFICIT)
                                ------------   ------------   ------------   ------------    ------------
<S>                                <C>         <C>            <C>            <C>             <C>
Contributed services ........           --             --           41,600           --            41,600

Net (loss) for the year ended
   February 28, 2007 ........           --             --             --          (65,231)        (65,231)
                                ------------   ------------   ------------   ------------    ------------

Balance, February 28, 2007 ..      1,352,750   $        135   $    138,615   $   (149,859)   $    (11,109)
                                ------------   ------------   ------------   ------------    ------------

Issuance of common stock for
   cash .....................        186,000             19         37,181           --            37,200

Contributed services ........           --             --           41,600           --            41,600

Net (loss) for the year
   ended February 29, 2008 ..           --             --             --          (64,574)        (64,574)
                                ------------   ------------   ------------   ------------    ------------

Balance, February 29, 2008
   (as restated) ............      1,538,750   $        154   $    217,396   $   (214,433)   $      3,117
                                ------------   ------------   ------------   ------------    ------------

Issuance of common stock for
   cash .....................         61,000              6         12,194           --            12,200

Contributed services ........           --             --           25,550           --            25,550

Net (loss) for the year
   ended February 28, 2009 ..           --             --             --         (100,121)       (100,121)
                                ------------   ------------   ------------   ------------    ------------

Balance, February 28, 2009 ..      1,599,750   $        160   $    255,140   $   (314,554)   $    (59,254)
                                ============   ============   ============   ============    ============
</TABLE>


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


                                       22
<PAGE>


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

<CAPTION>
                                                                                         DECEMBER 10,
                                                              FOR THE YEARS ENDED            2003
                                                         ----------------------------      (DATE OF
                                                                         FEBRUARY 29,    INCEPTION) TO
                                                         FEBRUARY 28,        2008        FEBRUARY 28,
                                                             2009         AS RESTATED        2009
                                                         ------------    ------------    ------------
<S>                                                      <C>             <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net (loss) ........................................   $   (100,121)   $    (64,574)   $   (314,554)
   Adjustments to reconcile net (loss) to net cash
     (used) by operating activities:
         Common stock issued for directors' fees .....           --              --             5,000
         Contributed services ........................         25,550          41,600         150,350
         Amortization expense ........................           --              --            20,000
         Write-off of production in process ..........         13,000            --            13,000
         Changes in operating assets and liabilities:
              Prepaid expenses .......................          1,000          (1,000)           --
              Inventories ............................         (5,000)           --            (5,000)
              Accrued expenses .......................         43,720          (1,011)         47,469
              Unearned revenue .......................        (25,000)         25,000            --
                                                         ------------    ------------    ------------

     NET CASH PROVIDED (USED) BY  OPERATING ACTIVITIES        (46,851)             15         (83,735)
                                                         ------------    ------------    ------------


CASH FLOWS (USED) BY INVESTING ACTIVITIES:
   Production in progress ............................         (2,000)        (11,000)        (13,000)
                                                         ------------    ------------    ------------

     NET CASH (USED) BY INVESTING ACTIVITIES .........         (2,000)        (11,000)        (13,000)

CASH FLOWS FROM FINANCING ACTIVITIES:
   Proceeds from loan payable - related party ........         18,500            --            30,000
   Repayments on loan payable - related party ........           --           (10,543)        (10,543)
   Proceeds from sale of common stock ................         12,200          37,200          79,950
                                                         ------------    ------------    ------------

     NET CASH PROVIDED BY FINANCING ACTIVITIES .......         30,700          26,657          99,407
                                                         ------------    ------------    ------------

NET INCREASE (DECREASE) IN CASH ......................        (18,151)         15,672           2,672

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

CASH AT THE END OF THE YEAR ..........................   $      2,672    $     20,823    $      2,672
                                                         ============    ============    ============
</TABLE>


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


                                       23
<PAGE>


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

<CAPTION>
                                                                                   DECEMBER 10,
                                                        FOR THE YEARS ENDED            2003
                                                   ----------------------------      (DATE OF
                                                                   FEBRUARY 29,    INCEPTION) TO
                                                   FEBRUARY 28,        2008        FEBRUARY 28,
                                                       2009         AS RESTATED        2009
                                                   ------------    ------------    ------------
<S>                                                <C>             <C>             <C>
SUPPLEMENTAL DISCLOSURE OF
   CASH FLOW INFORMATION

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

SCHEDULE OF NON-CASH INVESTING AND
   FINANCING ACTIVITIES:

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

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

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


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


                                       24
<PAGE>


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

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.

         RESTATEMENT OF FINANCIAL STATEMENTS

         Subsequent  to the issuance of the  financial  statements  for the year
         ended  February  29,  2008,  the  Company  identified  an  error in the
         recording of production in progress which resulted in an  overstatement
         of research and development in the amount of $11,000 for the year ended
         February 29, 2008 and an  understatement  of  production in progress in
         the amount of $11,000.  Accordingly,  the financial  statements for the
         year ended February 29, 2008 have been restated to correct the error.

         UNCLASSIFIED BALANCE SHEET

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

         USE OF ESTIMATES

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

         DISCLOSURE ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS

         The Company estimates that the fair value of all financial  instruments
         at February 28, 2009 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.


                                       25
<PAGE>


         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.

         INVENTORIES

         Inventories   represent   finished   DVDs  of  the   program,   "The  5
         Communication  Secrets  That Swept Obama to the  Presidency",  that are
         available  for  sale.  They are  valued  at the lower of cost or market
         using the First-In-First-Out method of accounting.

         PRODUCTION COSTS

         The Company  expenses  production  costs as incurred when the costs are
         related  to videos  where  there is no  historical  revenue  to aid the
         Company in accurately  forecasting revenues to be earned on the related
         videos.

         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.

         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, 2009.


                                       26
<PAGE>


         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.

         RECENT PRONOUNCEMENTS

         In December 2007, the FASB issued SFAS No. 141(revised 2007), "Business
         Combinations"  ("SFAS  No.  141R").  SFAS No.  141R will  significantly
         change the accounting for business  combinations  in a number of areas,
         including  the treatment of  contingent  consideration,  contingencies,
         acquisition   costs,    in-process   research   and   development   and
         restructuring  costs.  SFAS No. 141R  includes an amendment to SFAS No.
         109,  "Accounting  for Income  Taxes." This  statement is effective for
         fiscal  years  beginning  after  December  15,  2008.  The  Company  is
         assessing the impact of SFAS No. 141R and has not determined whether it
         will have a material  impact on the Company's  results of operations or
         financial position.

         In February 2007, the Financial Accounting Standards Board (the "FASB")
         issued Statements of Financial  Accounting  Standards ("SFAS") NO. 159,
         "The  Fair  Value   Option   for   Financial   Assets   and   Financial
         Liabilities--Including  an amendment of FASB  Statement  No. 115" (SFAS
         159").  SFAS 159 permits  entities to choose to measure many  financial
         instruments and certain other items at fair value.  The objective is to
         improve financial  reporting by providing entities with the opportunity
         to mitigate volatility in reported earnings caused by measuring related
         assets and  liabilities  differently  without  having to apply  complex
         hedge accounting  provisions.  This Statement is expected to expand the
         use of fair value  measurement,  which is  consistent  with the Board's
         long-term   measurement   objectives   for   accounting  for  financial
         instruments.  This  Statement is  effective  as of the  beginning of an
         entity's first fiscal year that begins after  November 15, 2007.  Early
         adoption is permitted as of the  beginning of a fiscal year that begins
         on or before  November  15,  2007,  provided  the entity also elects to
         apply  the   provisions   of  FASB   Statement   No.  157,  FAIR  VALUE
         MEASUREMENTS. The Company adopted SFAS No. 159 on March 1, 2008 and did
         not elect the fair value option for any existing eligible items.

         Additionally,  there are no recently issued  accounting  standards with
         pending adoptions that the Company's management  currently  anticipates
         will have any material impact upon its financial statements.


                                       27
<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 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, 2009,  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  2006,  the Company and the Writer agreed
         to extend the agreement until June 30, 2009. 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 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


                                       28
<PAGE>


         of one year.  In December  2006,  the Company and the Writer  agreed to
         extend the agreement  until June 2009. 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   UNEARNED REVENUE

         On December 27, 2007, the Company  entered into a Production  Agreement
         (the  "Agreement") with the Hathaway Group to develop and produce a one
         hour  television  documentary  (the  "Project").  Per the Agreement the
         Company  will  receive  $150,000  as total  compensation  for  writing,
         shooting,  producing,  editing,  and in  all  respects  completing  the
         Project   in   accordance    with   standard    television    broadcast
         specifications.  The  Company  was to receive  payment in  installments
         based on the  completion of certain stages of the  Production.  Through
         November 2008,  the Company had received  $50,000 which was recorded in
         Unearned  Revenue.  At this time,  the  Hathaway  Group  requested  the
         Company to suspend work on the Project.  In February 2009, the Hathaway
         Group and the Company  agreed to cancel the Project with no monies owed
         by either party.  The $50,000 has been recorded as a  reimbursement  of
         production costs in Production Costs in the Statements of Operations.

NOTE 6   RELATED PARTY TRANSACTION

         PREPAID LOAN COMMITMENT

         On February 16, 2005, the Company's President, Buddy Young, accepted an
         unsecured  promissory  note from the  Company  and agreed to lend up to
         $100,000 to the Company to fund any cash  shortfalls  through  February
         28,  2010.  The note bears  interest at 8% and is due upon  demand,  no
         later than June 30,  2010.  The  outstanding  balance was $19,457 as of
         February 28, 2009.

         CONSULTING AGREEMENT

         During September 2007, the Company entered into a consulting  agreement
         (the "contract") with Calvin Young, brother to the Company's President,
         Buddy  Young,  whereby  Calvin Young  provides  the Company  consulting
         services in relation to the development of a script under the Agreement
         noted in Note 5. Per the  contract,  the Company  paid  Calvin  Young a


                                       29
<PAGE>


         monthly  fee.  For the years ended  February  28, 2009 and February 29,
         2008, the Company's payments totaled $2,000 and $11,000,  respectively,
         under  this  contract.  The  balance  of  $13,000  was  written  off to
         Production  Costs  in  connection  to the  cancellation  of  the  above
         Agreement.

NOTE 7   STOCKHOLDERS' DEFICIT

         For the years  ended  February  28, 2009 and  February  29,  2008,  the
         Company's  President  devoted  time to the  development  process of the
         Company.  Compensation  expense  totaling  $41,600 has been recorded in
         each year.  Of this  amount,  the  President  was paid $16,050 and $-0-
         during  the years  ended  February  28,  2009 and  February  29,  2008,
         respectively.  The  President has waived  reimbursement  of $25,550 and
         $41,600 during the years ended February 28, 2009 and February 29, 2008,
         respectively,  and,  accordingly,  the amounts have been  recorded as a
         contribution to capital.

NOTE 8   INCOME TAXES

         DEFERRED TAX COMPONENTS

         Significant  components  of the  Company's  deferred  tax assets are as
         follows at February 28, 2009:

         Net operating loss carry-forward ..............      $ 32,200
                  Less valuation allowance .............       (32,200)
                                                              --------
                  Net deferred tax assets ..............      $      0
                                                              ========

         Summary of valuation allowance:

                  Balance, March 1, 2008 ...............      $ 17,300
                  Addition for the year ended
                     February 28, 2009 .................        14,900
                                                              --------
                  Balance, February 28, 2009 ...........      $ 32,200
                                                              ========

         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.

         NET OPERATING LOSS

         The   Company   has   approximately   $160,900   net   operating   loss
         carry-forwards, which expire in various years through 2029.


                                       30
<PAGE>


NOTE 9.  SUBSEQUENT EVENT (UNAUDITED)

         In the two months  following fiscal year ended February 28, 2009, Buddy
         Young advanced  $42,000 to the Company in accordance  with the terms of
         promissory note discussed in Note 6.


                                       31
<PAGE>


ITEM 9.  CHANGES  IN  AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING  AND
         FINANCIAL DISCLOSURE

         None

ITEM 9A(T). 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 9B. OTHER INFORMATION

None

PART III

ITEM 10. DIRECTORS,   EXECUTIVE   OFFICERS,   PROMOTERS  AND  CONTROL   PERSONS;
         COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.


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

Buddy Young                      74                  President, Chief Executive
                                                        Officer, Chief Financial
                                                        Officer and Chairman

Joseph Adelman                   75                  Vice President and Director

Mel Powell                       42                  Secretary and Director

Dennis Spiegelman                61                  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. From June 2000,  until December 2006,
he has served as an officer  and  director of Dematco,  Inc.,  (f.k.a.  Advanced
Media Training),  a company that produced and distributed management and general
workforce training products.  From 1999 through April 29, 2003, Mr. Young served


                                       32
<PAGE>


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.  From  August  1998 until he  resigned  from those
positions on February 1, 2002, 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  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  served  as a
consultant to these companies. 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.  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,  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.


                                       33
<PAGE>


         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.

         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.
From June 2000,  until  December  2006,  he 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.


                                       34
<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 11. 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       2007        -0-          -0-           -0-          -0-            -0-             -0-         (1) (3)
                  2008        -0-          -0-           -0-          -0-            -0-             -0-
                  2009        -0-          -0-         $16,050        -0-            -0-             -0-
----------------- -------- ------------ --------- ---------------- -------------- --------------- ----------- -----------------

Mel Powell        2007        -0-          -0-           -0-          -0-            -0-             -0-         (1) (2)
                  2008        -0-          -0-           -0-          -0-            -0-             -0-
                  2009        -0-          -0-           -0-          -0-            -0-             -0-
----------------- -------- ------------ --------- ---------------- -------------- --------------- ----------- -----------------

Joseph Adelman    2007        -0-          -0-           -0-          -0-            -0-             -0-         (1) (2)
                  2008        -0-          -0-           -0-          -0-            -0-             -0-
                  2009        -0-          -0-           -0-          -0-            -0-             -0-
----------------- -------- ------------ --------- ---------------- -------------- --------------- ----------- -----------------

Dennis            2007        -0-          -0-           -0-          -0-            -0-             -0-         (1) (2)
Spiegelman        2008        -0-          -0-           -0-          -0-            -0-             -0-
                  2009        -0-          -0-           -0-          -0-            -0-             -0-
----------------- -------- ------------ --------- ---------------- -------------- --------------- ----------- -----------------
</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)  For the years ended  February 28, 2009 and  February  29,  2008,  Mr. Young
     devoted  time  to the  development  process  of the  Company.  Compensation
     expense  totaling  $41,600 has been  recorded in each year. Of this amount,
     Mr.  Young was paid  $16,050 and $-0- during the years ended  February  28,
     2009  and   February  29,   2008,   respectively.   Mr.  Young  has  waived
     reimbursement  of $25,550 and $41,600  during the years ended  February 28,
     2009 and February 29, 2008, respectively.

EMPLOYMENT AND CONSULTING AGREEMENTS

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


                                       35
<PAGE>


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.
(Buddy received cash compensations in 2/28/09)

ITEM 12. 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,  2009.  The address of each
person  listed in the  table is 17337  Ventura  Boulevard,  Suite  208,  Encino,
California 91316.

                                                                      PERCENTAGE
                                                   NUMBER OF              OF
NAME AND ADDRESS                                 SHARES OWNED        CLASS OWNED
----------------                                 ------------        -----------

Young Family Trust ...........................   1,190,000 (1)          74.39%

Buddy Young and Rebecca Young ................   1,190,000 (1)          74.39%

Joseph Adelman ...............................      10,000               0.63%

 Mel Powell ..................................      10,000               0.63%

Dennis Spiegelman ............................      10,000               0.63%


All officers and directors as a group
 (5 persons) .................................   1,220,000              76.28%

---------------


                                       36
<PAGE>


(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 13. 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 February 28, 2010.  Repayment is to
be made when funds are available  with the balance of principal and interest due
June 30, 2010.  Through  February 28, 2009,  the Company has borrowed a total of
$19,457 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  use  at no  cost  office  space  provided  to us by  our
president  located at 17337 Ventura  Boulevard,  Suite 208,  Encino,  California
91316. We handle all administrative matters from his office.

         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,  and Mel Powell, each received 10,000 shares
for services rendered to the Company.

ITEM 14. PRINCIPAL ACCOUNTING 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-K
and 10-Qs  respectively,  and for other services normally provided in connection
with  statutory  filings were $19,475 and  $14,905,  respectively,  in the years
ended February 28, 2009 and February 29, 2008.

TAX FEES

         The aggregate  fees billed by our auditors for tax  compliance  matters
were $825 and $795 in the fiscal years ended  February 28, 2009 and February 29,
2008.

ALL OTHER FEES

         We did not incur any fees for other  professional  services rendered by
our  independent  auditors during the years ended February 28, 2009 and February
29, 2008.


                                       37
<PAGE>


ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

         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.


                                       38
<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 27, 2009
------------------------
Buddy Young                    Officer, Chief Financial
                               Officer and Director (Principal
                               Executive, Financial and
                               Accounting Officer)

 /S/ JOSEPH ADELMAN            Director                             May 27, 2009
------------------------
Joseph Adelman


 /S/ MEL POWELL                Director                             May 27, 2009
------------------------
Mel Powell


 /S/ DENNIS SPIEGELMAN         Director                             May 27, 2009
------------------------
Dennis Spiegelman


                                       39