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

                                   FORM 10-KSB

         (Mark One)

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

                  For the fiscal year ended February 29, 2008

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

         For the transition period from ___________ to ___________

                       Commission file number: 333-123611

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

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


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

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

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

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

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

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

     Check  whether  the issuer (1) filed all  reports  required  to be filed by
Section 13 or 15(d) of the  Exchange  Act during the past 12 months (or for such
shorter period that the  registrant was required to file such reports),  and (2)
has been subject to such filing  requirements for the past 90 days.

                                Yes [X]   No [_]

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

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

     The issuer had no  revenues  from  operations  during the fiscal year ended
February 29, 2008.

     As of February  29, 2008 the issuer had  1,538,750  shares of common  stock
outstanding.

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

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

 Large accelerated filer  [_]                    Accelerated filer  [_]

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

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

     Documents incorporated by reference:  None


<PAGE>


                                    CONTENTS
                                                                            PAGE
                                                                            ----
PART I

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

PART II

   Item 5.    Market for Common Equity and Related Stockholder Matters.........9
   Item 6.    Management's Discussion and Analysis or Plan of Operation.......10
   Item 7.    Financial Statements............................................16
   Item 8.    Changes in and Disagreements with Accountants on
                 Accounting and Financial Disclosure..........................29
   Item 8A.   Controls and Procedure..........................................29

PART III

   Item 9.    Directors, Executive Officers, Promoters and Control Persons;
                 Compliance with Section 16(a) of the Exchange Act............29
   Item 10.   Executive Compensation..........................................32
   Item 11.   Security Ownership of Certain Beneficial Owners and Management..34
   Item 12.   Certain Relationships and Related Transactions..................34
   Item 13.   Exhibits........................................................35
   Item 14.   Principal Accountant Fees and Services..........................35

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


                           FORWARD-LOOKING STATEMENTS

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


                                       2
<PAGE>


ITEM 1. DESCRIPTION OF BUSINESS

(a) BACKGROUND

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

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

         Additionally, on January 24, 2005 we acquired an option on a screenplay
entitled LIFE-DOT-COM, written by Frank Gillman. The sci-fi comedy plot revolves
around a  brilliantly-creative  but workaholic  young woman who is the writer of
several internet-broadcast interactive "television" shows, all big hits. A freak
power surge, along with the perfect alignment of the planets,  zaps her into her
own shows,  trapped in the world of the characters she has created. The only way
out is to find the balance  that's been missing in her life. 5. 6. The principal
terms of both option agreements  referenced above are: (a) the option expires in
January 2006, with Futura Pictures having the right, but not the obligation,  to
extend the expiration date through January 2007, in return for a nominal payment
of five  dollars,  (b)  consideration  for the option was the  issuance  of five
thousand shares of Futura  Pictures common stock,  (c) a payment of $10,000 upon
the execution of the option, and (d) an additional payment of one percent of the
final  production  budget to be paid upon the  start of  principal  photography.
Subsequently, both screenplay options have been extended through June 30, 2009.

         On December 27, 2007, we entered into a Production  Agreement  with the
Hathaway  Group to develop and produce a one hour  television  documentary.  The
material  terms of the  Agreement  are:  (a) we will  receive  $150,000 as total
compensation  for writing,  shooting,  producing,  editing,  and in all respects
completing the  documentary  in accordance  with standard  television  broadcast
specifications; (b) upon signing the Agreement, the Company received the initial
payment of $25,000  (recorded as Deferred  Revenue in the  accompanying  balance
sheet), with the balance to be paid in accordance with the Agreement's materials
delivery  schedule;  (c) The Company shall  supervise and be responsible for the
entire  production  work,  and shall arrange and pay for all materials and labor
required to complete the documentary by December 31, 2008.

         We  commenced  production  of  the  documentary  tentatively  entitled,
HISTORY  IGNORED.  This one hour television  program  explores the  similarities
between  Vietnam and the present  conflict in Iraq. The Project will examine the
lessons that should have been learned from the Vietnam War which could have been


                                       3
<PAGE>


applied in the decision  making  process  leading up to the current war in Iraq.
The  Project  further  explores  why,  in both  cases,  the  United  States  had
overwhelming  military  power but was  unable  to turn  that into any  political
advantage,  and the parallels  between the two Secretaries of Defense,  Robert S
McNamara  and Donald H.  Rumsfeld  each of whom were  handed  enormous  power to
manage these conflicts.

(b) DESCRIPTION OF BUSINESS

         As stated  earlier,  our business is the  co-financing  or producing of
motion pictures whose production budgets are estimated to range between $500,000
and  $1,500,000,   produced   solely  for   distribution  to  the  domestic  and
international home video markets.  These films will mainly be targeted to family
audiences,  encompassing among others, such genres as sports,  sci-fi,  mystery,
action/adventure and comedy. Additionally,  in an effort to generate revenue and
establish  ourselves within the motion picture industry,  management has decided
to expand the  Company's  business  plan to include the  producing of television
documentaries.

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

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

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


                                       4
<PAGE>


PRODUCTION

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

DEVELOPMENT AND FINANCE

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

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


                                       5
<PAGE>


PRE-PRODUCTION

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

PRINCIPAL PHOTOGRAPHY

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


                                       6
<PAGE>


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
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.

TELEVISION DOCUMENTARY PRODUCTION

         The process of producing television  documentaries is comprised of many
of the same stages of production as outlined  above for the production of motion
pictures.  The pre  production  stage  begins with a concept of what the subject
matter of the  documentary  will be,  followed  by a detailed  outline.  As most
documentaries  deal with historical or biographical  facts, much time and effort
involves research to insure accuracy.  Additionally, an extensive search for old
film and  photographs  relating  to the  documentary's  subject  matter  shot by
various news sources, and in many cases the military is required.  Further, most
documentaries  contain  interviews  with  persons  familiar  with,  or who  have
personally been involved with, the  documentary's  theme.  Once it is determined
what historical film,  photographs,  and interviewees are available,  a shooting
script  can  be  written  to  integrate   these   elements  with  new  principal
photography.

COMPETITION

         The  industry is  comprised  of numerous  large,  mid-sized,  and small
independent  motion picture production  companies.  Many of these companies have
access to vast financial  resources.  Additionally,  they have  established long


                                       7
<PAGE>


tanding relationships with talent in all areas of motion picture production. We
cannot  and do not  intend  to  compete  with  either  the  large  or  mid-sized
companies.  Our plan is to  co-finance  or  produce  low  budget  films that are
targeted exclusively for the home video market.

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

         Our  success  will  depend in large  part on our  ability to obtain and
sustain ongoing relationships with writers, directors,  actors, and distributors
of motion  pictures to the home video  market.  Although the  Company's  current
business  relationships are limited to the two  screenwriters  from whom we have
optioned screenplays,  members of management,  in particular Joseph Adelman, who
has  served  for many years in  various  positions  within  the  motion  picture
industry,  have had and maintain personal relationships with industry personnel.
These relationships will be utilized if and when we are in a position to produce
or co-finance a motion picture.  Additionally, and most importantly, our success
is  dependant  on the  quality  and  entertainment  value  of the  films  either
co-financed or produced by us.

COMPANY HISTORY

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

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

         The principal terms of both option agreements referenced above are: (a)
the option expired in January 2006, with Futura  Pictures having the right,  but
not the  obligation,  to extend the  expiration  date through  January  2007, in
return for a nominal payment of five dollars,  (b)  consideration for the option
was the issuance of five thousand shares of Futura Pictures common stock,  (c) a
payment of $10,000  upon the  execution  of the  option,  and (d) an  additional
payment of one percent of the final production  budget to be paid upon the start
of principal photography. In December 2005, we exercised our right to extend the
options on both scripts  through  January 2007.  Subsequently,  both  screenplay
options have been extended through June 30, 2009.


                                       8
<PAGE>


         As stated  earlier,  in an effort to  generate  revenue  and  establish
ourselves within the motion picture industry,  management  decided to expand the
Company's business plan to include the producing of television documentaries. As
a result, on December 27, 2007, we entered into a Production  Agreement with the
Hathaway  Group to develop and produce a one hour  television  documentary.  The
material  terms of the  Agreement  are:  (a) we will  receive  $150,000 as total
compensation  for writing,  shooting,  producing,  editing,  and in all respects
completing the  documentary  in accordance  with standard  television  broadcast
specifications; (b) upon signing the Agreement, the Company received the initial
payment of $25,000  (recorded as Deferred  Revenue in the  accompanying  balance
sheet), with the balance to be paid in accordance with the Agreement's materials
delivery  schedule;  (c) The Company shall  supervise and be responsible for the
entire  production  work,  and shall arrange and pay for all materials and labor
required to complete the documentary by December 31, 2008.

ITEM 2. DESCRIPTION OF PROPERTY

         We currently do not utilize any office space. Our Secretary,  Director,
and  corporate  attorney,  L.  Stephen  Albright,  is 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.
Albright  will  continue  to  allow  us to  utilize  his  office  until  we have
sufficient funds to acquire office space and fund our planned operations.
12.
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 29, 2008.

                                     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.


                                       9
<PAGE>


         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  29,  2008,  we have  1,538,750  shares of common  stock
issued and outstanding  held by 67 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 29, 2008, 1,538,750 shares of common stock were issued and outstanding,
all of which are fully paid and non-assessable.

DIVIDEND POLICY

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

RECENT SALES OF UNREGISTERED SECURITIES

None

ITEM 6. 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


                                       10
<PAGE>


inherently   subject  to   significant   business,   economic  and   competitive
uncertainties and  contingencies,  many of which are beyond our control and many
of which,  with  respect to future  business  decisions,  are subject to change.
Certain  statements  contained in this Form 10, including,  without  limitation,
statements containing the words "believe,"  "anticipate,"  "estimate," "expect,"
"are  of  the   opinion   that"  and  words  of   similar   import,   constitute
"forward-looking  statements."  You should not place any undue reliance on these
forward-looking statements.

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

CRITICAL ACCOUNTING POLICIES

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

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

         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.


                                       11
<PAGE>


SELECT FINANCIAL INFORMATION
                                                                    DECEMBER 10,
                                                                        2003
                                         FOR THE YEARS ENDED          (DATE OF
                                             FEBRUARY 29,          INCEPTION) TO
                                      --------------------------    FEBRUARY 29,
                                          2008           2007           2008
                                      -----------    -----------    -----------

Statement of Operations Data

Total Revenue .....................   $      --      $      --      $      --
Operating Loss ....................   $   (74,774)   $   (64,431)   $  (222,233)
Net loss after taxes ..............   $   (75,574)   $   (65,231)   $  (225,433)
Net loss per share ................   $     (0.05)   $     (0.05)   $     (0.17)

Balance Sheet Data

Total assets ......................   $    21,823    $     5,151    $    21,823
Total liabilities .................   $    29,706    $    16,260    $    29,706
Stockholders' deficit .............   $    (7,883)   $   (11,109)   $    (7,883)


GENERAL

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

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

         On December 27, 2007, we entered into a Production  Agreement  with the
Hathaway  Group to develop and produce a one hour  television  documentary.  The
material  terms of the  Agreement  are:  (a) we will  receive  $150,000 as total
compensation  for writing,  shooting,  producing,  editing,  and in all respects
completing the  documentary  in accordance  with standard  television  broadcast
specifications; (b) upon signing the Agreement, the Company received the initial
payment of $25,000  (recorded as Deferred  Revenue in the  accompanying  balance
sheet), with the balance to be paid in accordance with the Agreement's materials
delivery  schedule;  (c) The Company shall  supervise and be responsible for the
entire  production  work,  and shall arrange and pay for all materials and labor
required to complete the documentary by December 31, 2008.


                                       12
<PAGE>


REVENUES

         Since our inception in 2003,  we have had no revenues from  operations,
although we  anticipate  having  revenues  from  operations  during  fiscal 2009
related to the production of a documentary.

EXPENSES

GENERAL AND ADMINISTRATIVE

         To date,  our expenses have  consisted  mainly of selling,  general and
administrative   expenses.  The  main  components  being  non-cash  compensation
(representing the estimated value of services  contributed to the Company by its
President,  Buddy Young-$41,600),  professional services and the amortization of
our loan  commitment fee. During the year ended February 29, 2008, we incurred a
total of $63,774 selling,  general and  administrative  expenses,  compared to a
total of $64,431  during the year ended  February 28, 2007.  This  represents an
decrease of $657.  Total  selling,  general and  administrative  expenses  since
inception amounted to $206,233.

RESEARCH AND DEVELOPMENT EXPENSES

         During fiscal 2008, we incurred  $11,000  expenses for the research and
development of the television documentary referred to earlier.

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

PLAN OF OPERATION

         During the past twelve  months,  our main  activities  were  focused on
raising funds through the sale of equity, or other traditional borrowing sources
in order  to  enable  us to  begin  production  on one of the  above  referenced
projects.  Additionally, in an effort to generate revenue from operations during
fiscal  2009,  and to help  establish  the  Company  within the  motion  picture
industry,  management  obtained an  agreement  to produce a one hour  television
documentary  (See Description of Business page 4). During the next twelve months
our efforts will continue to be focused on raising the funds required to develop
and produce the  screenplays  that we have  optioned,  as well as enabling us to
take advantage of business opportunities that may arise during the normal course
of business.  Such  opportunities  may include the optioning and  development of
additional  scripts and  participating  in the co-financing of films produced by
other companies.  There is no assurance that any such  opportunities will arise,
nor whether we will have the funds  available to us that will be  sufficient  to
allow us to capitalize on them.

         In addition to our fund raising efforts we will focus our activities on
completing  the  television   documentary  in  accordance  with  the  provisions
contained in the production  agreement  referred to above.  Among others,  these
activities  include:  (a) completing the  documentary  script,  (b) locating and
obtaining  related  archival film and  photographs,  (c) casting and filming the


                                       13
<PAGE>


on-camera host, (d) editing and sound mixing, and (e) completing post production
to comply with domestic and foreign television broadcast standards.

         If  during  the next  twelve  months  we are  unable to raise the funds
through the sale of additional  equity,  or from traditional  borrowing  sources
necessary to begin production on either of the screenplays,  we may be forced to
scale back our operations,  or to totally abandon that part of our business plan
and seek  other  business  opportunities  in a related  or  unrelated  industry.
However,  if we are  successful  in  raising  sufficient  funds,  our  principal
activities  following the receipt of the funds will be as follows:  (a) exercise
our  option to  acquire  the rights to one of the  aforementioned  scripts,  (b)
prepare a production  budget for that film, (c) hire a director,  (d) retain the
services of a production  company to assemble the production  crew, (e) cast the
film, (f) choose a location,  (g) begin principal  photography,(h)  complete the
post production process, and (i) arrange for the films distribution.

         We anticipate that cash obtained as a result of the sale of equity,  or
funds available from traditional  borrowing sources, the funds provided to us by
our president and principal shareholder,  under a promissory note dated February
16,  2005,  as amended,  and funds  received  as a result of the  aforementioned
television   documentary   agreement   will  be  sufficient  to  fund  our  cash
requirements  to continue our efforts as outlined  above.  As we cannot  predict
whether we will be successful in raising  sufficient  funds,  we cannot  predict
whether we will ever be able to implement our plan of producing or  co-financing
motion pictures.

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

         In February 2005,  the Company  issued to our  president,  Buddy Young,
190,000 shares of our common stock as compensation  for his agreement to lend up
to $100,000 to the Company to fund any cash shortfalls.  The note bears interest
at 8% and is due no later than June 30,  2009.  As of  February  29,  2008,  the
balance owing on this agreement was $957.  Except for the shares indicated here,
no other shares have been issued to any person or entity for  services  rendered
to the Company.

EMPLOYEES

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


                                       14
<PAGE>


LIQUIDITY AND CAPITAL RESOURCES

         We are a development stage company with no operating history.

         We had a cash balance of $20,823 on February 29, 2008. Other than funds
received pursuant to the above mentioned documentary  production  agreement,  at
this time, our only other known cash resource comes from the sale of equity, and
an agreement  with our President and majority  shareholder to fund any shortfall
in cash flow up to $100,000 at 8% interest  through  December  31,  2008.  As of
February  29,  2008 the  balance  owing on this  agreement  is $957.  Payment of
principal  and  interest is due on this loan on June 30,  2009.  During the year
ended  February 29, 2008 we sold 186,000 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
$37,200.

         We believe the raising of funds  through the sale of equity and further
borrowings  from our  President  will be sufficient to satisfy our budgeted cash
requirements  through  December  31,  2008.  Further,  our ability to pursue any
business opportunity that requires us to make cash payments would also depend on
the amount of funds that we can secure from these various sources.


                                       15
<PAGE>


ITEM 7. FINANCIAL STATEMENTS.

                              FUTURA PICTURES, INC.

                          INDEX TO FINANCIAL STATEMENTS

                                                                            PAGE
                                                                            ----

Report of Independent Registered Public Accounting Firm................       17

Balance Sheets as of February 29, 2008 and February 28, 2007...........       18

Statements of Operations...............................................       19
     Years Ended February 29, 2008 and February 28, 2007
     Period from December 10, 2003 (Date of Inception) to
         February 29, 2008

Statements of Stockholders' Deficit....................................       20
     Period from December 10, 2003 (Date of Inception) to
         February 29, 2008

Statements of Cash Flows...............................................       21
     Years Ended February 29, 2008 and February 28, 2007
     Period from December 10, 2003 (Date of Inception) to
         February 29, 2008

Notes to Financial Statements - February 29, 2008......................       23


                                       16
<PAGE>


             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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

We have  audited the  accompanying  balance  sheet of Futura  Pictures,  Inc. (a
development  stage  company;  the  "Company")  as of  February  29, 2008 and the
related statements of operations,  stockholders'  deficit and cash flows for the
years ended February 29, 2008 and February 28, 2007 and from inception (December
10, 2003)to February 29, 2008. 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.  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 29, 2008
and the  results  of its  operations  and its cash  flows  for the  years  ended
February 29, 2008 and February 28, 2007 and from inception to February 29, 2008,
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
------------------------------
Farber Hass Hurley LLP

May 12, 2008
Camarillo, California


                                       17
<PAGE>


<TABLE>
                              FUTURA PICTURES, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                                 BALANCE SHEETS

                     FEBRUARY 29, 2008 AND FEBRUARY 28, 2007

<CAPTION>
                                                                          2008         2007
                                                                       ---------    ---------
<S>                                                                    <C>          <C>
ASSETS

        Cash .......................................................   $  20,823    $   5,151
        Prepaid expenses ...........................................       1,000         --
                                                                       ---------    ---------

             TOTAL ASSETS ..........................................   $  21,823    $   5,151
                                                                       =========    =========



LIABILITIES

        Accrued expenses ...........................................   $   3,737    $   3,937
        Unearned revenue ...........................................      25,000         --
        Accrued interest - related party ...........................          12          823
        Loan payable - related party ...............................         957       11,500
                                                                       ---------    ---------

             TOTAL LIABILITIES .....................................      29,706       16,260

STOCKHOLDERS' DEFICIT

        Common stock, par value $0.0001 per share
             Authorized - 100,000,000 shares
             Issued and outstanding - 1,538,750 shares and 1,352,750
             shares, respectively ..................................         154          135
        Additional paid-in capital .................................     217,396      138,615
        Deficit accumulated during the development stage ...........    (225,433)    (149,859)
                                                                       ---------    ---------

             TOTAL STOCKHOLDERS' DEFICIT ...........................      (7,883)     (11,109)
                                                                       ---------    ---------

             TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT ...........   $  21,823    $   5,151
                                                                       =========    =========
</TABLE>


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


                                       18
<PAGE>

<PAGE>


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

<CAPTION>
                                                                          DECEMBER 10,
                                                                              2003
                                               FOR THE YEARS ENDED         (DATE OF
                                                   FEBRUARY 29,          INCEPTION) TO
                                            --------------------------    FEBRUARY 29,
                                                2008           2007           2008
                                            -----------    -----------    -----------
<S>                                         <C>            <C>            <C>
DEVELOPMENT STAGE EXPENSES

   Selling, general and administrative ..   $    63,774    $    64,431    $   206,233
   Research and development expenses ....        11,000           --           11,000
   Directors' fees, non-cash compensation          --             --            5,000
                                            -----------    -----------    -----------

       TOTAL DEVELOPMENT STAGE EXPENSES .        74,774         64,431        222,233
                                            -----------    -----------    -----------

(LOSS) BEFORE INCOME TAXES ..............       (74,774)       (64,431)      (222,233)

   Income tax expense ...................           800            800          3,200
                                            -----------    -----------    -----------

NET (LOSS) ..............................   $   (75,574)   $   (65,231)   $  (225,433)
                                            ===========    ===========    ===========

NET (LOSS) PER COMMON SHARE

   Basic and diluted ....................   $     (0.05)   $     (0.05)   $     (0.17)
                                            ===========    ===========    ===========

WEIGHTED AVERAGE NUMBER OF COMMON
   SHARES OUTSTANDING

   Basic and diluted ....................     1,459,930      1,288,923      1,318,106
                                            ===========    ===========    ===========
</TABLE>

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


                                       19
<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 29, 2008

<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>              <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

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 ..            --              --              --           (75,574)         (75,574)
                                -------------   -------------   -------------   -------------    -------------

Balance, February 29, 2008 ..       1,538,750   $         154   $     217,396   $    (225,433)   $      (7,883)
                                =============   =============   =============   =============    =============
</TABLE>

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


                                       20
<PAGE>


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

<CAPTION>
                                                                                        DECEMBER 10,
                                                                                            2003
                                                            FOR THE YEARS ENDED          (DATE OF
                                                                FEBRUARY 29,           INCEPTION) TO
                                                        ----------------------------    FEBRUARY 29,
                                                            2008            2007            2008
                                                        ------------    ------------    ------------
<S>                                                     <C>             <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net (loss) .......................................   $    (75,574)   $    (65,231)   $   (225,433)
   Adjustments to reconcile net (loss) to net cash
     (used) by operating activities:
         Common stock issued for directors' fees ....           --              --             5,000
         Contributed services .......................         41,600          41,600         124,800
         Amortization expense .......................           --              --            20,000
         Changes in operating assets and liabilities:
              Prepaid expenses ......................         (1,000)           --            (1,000)
              Accrued expenses ......................         (1,011)           (880)          3,749
              Unearned revenue ......................         25,000            --            25,000
                                                        ------------    ------------    ------------

     NET CASH (USED) BY  OPERATING ACTIVITIES .......        (10,985)        (24,511)        (47,884)
                                                        ------------    ------------    ------------


CASH FLOWS FROM FINANCING ACTIVITIES:
   Proceeds from loan payable - related party .......           --             9,000          11,500
   Repayments on loan payable - related party .......        (10,543)           --           (10,543)
   Proceeds from sale of common stock ...............         37,200          20,550          67,750
                                                        ------------    ------------    ------------

     NET CASH PROVIDED BY FINANCING ACTIVITES .......         26,657          29,550          68,707
                                                        ------------    ------------    ------------

NET INCREASE (DECREASE) IN CASH .....................         15,672           5,039          20,823

CASH AT THE BEGINNING OF THE YEAR ...................          5,151             112            --
                                                        ------------    ------------    ------------

CASH AT THE END OF THE YEAR .........................   $     20,823    $      5,151    $     20,823
                                                        ============    ============    ============
</TABLE>


                                       21
<PAGE>


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

<CAPTION>
                                                                                      DECEMBER 10,
                                                                                          2003
                                                            FOR THE YEARS ENDED        (DATE OF
                                                                FEBRUARY 29,         INCEPTION) TO
                                                        ---------------------------   FEBRUARY 29,
                                                            2008           2007           2008
                                                        ------------   ------------   ------------
<S>                                                     <C>            <C>            <C>
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

   Interest paid ....................................   $       --     $       --     $       --
   Taxes paid .......................................   $        800   $        800   $      2,571

SCHEDULE OF NON-CASH INVESTING AND FINANCING
   ACTIVITIES:

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

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

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

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


                                       22
<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.

         UNCLASSIFIED BALANCE SHEET

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

         CASH AND CASH EQUIVALENTS

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

         PREPAID EXPENSES

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

         USE OF ESTIMATES

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

         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


                                       23
<PAGE>


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

         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.

         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 will adopt SFAS No. 159 on March 1, 2008.

         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.

         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


                                       24
<PAGE>


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

         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
         29, 2008.

         INCOME TAXES

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

         DISCLOSURE ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS

         The Company estimates that the fair value of all financial  instruments
         at February 29, 2008 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.

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


                                       25
<PAGE>


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

         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 29, 2008,  the Company was in the  development  stage of
         operations.  According to the Financial  Accounting  Standards Board of
         the Financial  Accounting  Foundation,  a development  stage Company is
         defined  as  a  company  that  devotes  most  of  its   activities   to
         establishing a new business  activity.  In addition,  planned principal
         activities  have  not  commenced,  or have  commenced  and have not yet
         produced significant revenue.

NOTE 4   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
         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
                                                                 ======


                                       26
<PAGE>


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

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").  The material terms of the
         Agreement  are:  (a)  the  Company  will  receive   $150,000  as  total
         compensation  for writing,  shooting,  producing,  editing,  and in all
         respects  completing the Project in accordance with standard television
         broadcast  specifications;  (b) upon signing the Agreement, the Company
         received the initial payment of $25,000  (recorded as Deferred  Revenue
         in the  accompanying  balance  sheet),  with the  balance to be paid in
         accordance with the Agreement's  materials delivery  schedule.

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  December
         31,  2008.  The note bears  interest at 8% and is due upon  demand,  no
         later  than  June 30,  2009.  The  outstanding  balance  was $957 as of
         February 29, 2008.

         CONSULTING AGREEMENT

         During September 2007, the Company entered into a consulting  agreement
         with Calvin  Young,  brother to the Company's  President,  Buddy Young,
         whereby  Calvin  Young  provides  the  Company  consulting  services in
         relation to the research and development of new documentaries.  Per the
         agreement,  the Company pays Calvin Young $2,000 per month and the term
         is six months.  For the year ended  February  29, 2008,  the  Company's
         expense was $11,000 under this agreement.

NOTE 7   STOCKHOLDERS' DEFICIT

         For the years  ended  February  29, 2008 and  February  28,  2007,  the
         Company's  President  devoted  time to the  development  process of the
         Company.  Compensation  expense  totaling  $41,600 has been recorded in
         each year.


                                       27
<PAGE>


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

NOTE 8   INCOME TAXES

         DEFERRED TAX COMPONENTS

         Significant  components  of the  Company's  deferred  tax assets are as
         follows at February 29, 2008:

         Net operating loss carry-forward .....................   $ 19,500
                  Less valuation allowance ....................    (19,500)
                                                                  --------
                  Net deferred tax assets .....................   $      0
                                                                  ========

         Summary of valuation allowance:

                  Balance, March 1, 2007 ......................   $ 13,000
                  Addition for the year ended February 29, 2008      6,500
                                                                  --------
                  Balance, February 29, 2008 ..................   $ 19,500
                                                                  ========

         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 the following net operating loss carry-forwards:

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

         February 28, 2005           February 28, 2025                $  5,852
         February 28, 2006           February 28, 2026                  37,136
         February 28, 2007           February 28, 2027                  22,047
         February 29, 2008           February 28, 2028                  32,529
                                                                      --------

         Total net operating loss carry-forwards                      $ 97,564
                                                                      ========


                                       28
<PAGE>


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

         None

ITEM 8A  CONTROLS AND PROCEDURES

         The principal  executive officer and principal financial officer of the
Company,  who are the same person ("the Certifying Officer") with the assistance
of advisors,  evaluated  the  effectiveness  of the design and  operation of the
Company's   disclosure   controls   and   procedures   (as  defined  in  section
240.13a-14(c) and 240.15d-14(c)  under the Exchange Act) within 90 days prior to
the filing of this annual  report.  Based upon the  evaluation,  the  Certifying
Officer  concludes  that the Company's  disclosure  controls and  procedures are
effective in timely alerting management to material  information relative to the
Company which is required to be disclosed in its periodic filings with the SEC.

         There were no significant changes in the Company's internal controls or
in other factors that could  significantly  affect these controls  subsequent to
the date of their  evaluation,  including any corrective  actions with regard to
significant deficiencies and material weaknesses.

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


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

Buddy Young                  73                 President, Chief Executive
                                                Officer, Chief Financial
                                                Officer and Chairman

Joseph Adelman               74                 Vice President and Director

L. Stephen Albright          56                 Secretary and Director

Mel Powell                   41                 Director

Dennis Spiegelman            60                 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
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


                                       29
<PAGE>


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.


                                       30
<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.

         L. STEPHEN ALBRIGHT has served as a director and as secretary of Futura
Pictures  since its inception in December  2003.  Additionally,  from June 2000,
until December 2006, he has served as an officer and director of Dematco,  Inc.,
(f.k.a `Advanced Media Training).  He served in the same positions with Sporting
Magic Inc.,  now known as Next,  Inc.  from  September  1998 until January 2000.
Since July 2000,  Prior to July 2000, Mr.  Albright was employed as an associate
attorney  with  Wasserman,  Comden &  Casselman,  L.L.P.  a law firm  located in
Tarzana (Los  Angeles)  California  from June,  1994  through  June,  2000.  Mr.
Albright started his own law practice in June,  2000. Mr. Albright  received his
undergraduate degree in business administration and marketing from West Virginia
University  in  1975.  Following  careers  in  industrial  sales  and  new  home
construction,  Mr. Albright  entered Whittier College School of Law in 1980. Mr.
Albright was admitted to practice law in the State of  California  in 1983.  Mr.
Albright spent approximately half of his legal career in private practice, where
he has been primarily engaged in transactional  work, business  litigation,  and
providing  general legal  business  advice to clients.  Mr.  Albright also spent
seven years as in-house counsel,  vice president,  general counsel and secretary
to Color Systems Technology, Inc., a publicly-held company whose stock traded on
the  American  Stock  Exchange.  While  with Color  Systems,  Mr.  Albright  was
responsible  for  all  aspects  of  the  company's  business,  including  annual
shareholder's meetings; preparation and filing of the company's proxy materials,
annual  reports on Form 10-K,  and quarterly  reports on Form 10-Q; and drafting
and negotiating lease agreements, distribution and licensing agreements and debt
and equity funding arrangements.

         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


                                       31
<PAGE>


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.

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

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

ITEM 10. EXECUTIVE COMPENSATION

<TABLE>
<CAPTION>
----------------- -------- ------------ --------- ---------------- -------------- --------------- ----------- -----------------
                                                                                     Securities
                                                   Other Annual      Restricted      Underlying      LTIP         All Other
      Name         Year      Salary      Bonus     Compensation     Stock Awards   Options/ SARS   Payouts      Compensation
----------------- -------- ------------ --------- ---------------- -------------- --------------- ----------- -----------------
<S>               <C>            <C>        <C>           <C>            <C>              <C>          <C>       <C>
Buddy Young       2004          -0-        -0-           -0-            -0-              -0-          -0-        (1) (3)
                  2005
                  2006
                  2007
                  2008
----------------- -------- ------------ --------- ---------------- -------------- --------------- ----------- -----------------
L. Stephen        2004          -0-        -0-           -0-          10,000             -0-          -0-        (1) (2)
Albright          2005
                  2006
                  2007
                  2008


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<PAGE>


----------------- -------- ------------ --------- ---------------- -------------- --------------- ----------- -----------------
Joseph Adelman    2004          -0-        -0-           -0-          10,000             -0-          -0-        (1) (2)
                  2006
                  2007
                  2008
----------------- -------- ------------ --------- ---------------- -------------- --------------- ----------- -----------------
Dennis            2004          -0-        -0-           -0-          10,000             -0-          -0-        (1) (2)
Spiegelman        2005
                  2006
                  2007
                  2008
----------------- -------- ------------ --------- ---------------- -------------- --------------- ----------- -----------------
Mel Powell        2004          -0-        -0-           -0-          10,000             -0-          -0-        (1) (2)
                  2005
                  2006
                  2007
                  2008
----------------- -------- ------------ --------- ---------------- -------------- --------------- ----------- -----------------
</TABLE>

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

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

(3)  During the years ended  February 29, 2008, and February 28, 2007, Mr. Young
     devoted  time  to the  development  process  of our  Company.  Compensation
     expense totaling $41,600 has been recorded for the years ended February 29,
     2008, and 2007. For the years ended February 29, 2008,  2007, and 2006, Mr.
     Young has waived  reimbursement  and has  considered  the total  expense as
     additional paid-in capital.

EMPLOYMENT AND CONSULTING AGREEMENTS

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

OPTION/SAR GRANTS

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

AGGREGATED OPTION/SAR EXERCISES

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


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<PAGE>


COMPENSATION OF DIRECTORS

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

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         The  following  table  sets  forth  information  about  the  beneficial
ownership of our  outstanding  common stock by each person  beneficially  owning
more than 5% of the shares, by each of our directors and officers, and by all of
our directors and officers as a group. The table shows the number and percentage
of shares  held by each  person as of  February  29,  2008.  The address of each
person  listed in the  table is 17337  Ventura  Boulevard,  Suite  208,  Encino,
California 91316.

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

Young Family Trust ..........       1,190,000(1)           77.34%

Buddy Young and Rebecca Young       1,190,000(1)           77.34%

Joseph Adelman ..............          10,000               0.65%

Stephen Albright ............          10,000               0.65%

Mel Powell ..................          10,000               0.65%

Dennis Spiegelman ...........          10,000               0.65%


All officers and directors
   as a group (5 persons) ...       1,230,000              79.94%

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

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         We have an agreement  with our  President and majority  shareholder  to
borrow up to $100,000 at 8% interest through December 31, 2008.  Repayment is to
be made when funds are available  with the balance of principal and interest due
June 30, 2009.  Through  February 29, 2008,  the Company has borrowed a total of


                                       34
<PAGE>


$957 under this  agreement.  On February  16,  2005,  the Company paid Mr. Young
190,000 shares of the Company's  common stock with an aggregate value of $19,000
for the loan commitment.

         We currently do not utilize any office space. Our Secretary,  Director,
and  corporate  attorney,  L.  Stephen  Albright,  is 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.
Albright  will  continue to allow us to utilize his office  until we are able to
raise sufficient funds to acquire office space.

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

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

ITEM 13. EXHIBITS

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

31.1     Certification  of CEO Pursuant to Securities  Exchange Act Rules 13a-14
         and 15d-14,  as Adopted  Pursuant to Section 302 of the  Sarbanes-Oxley
         Act of 2002. 31.2 Certification of CFO Pursuant to Securities  Exchange
         Act Rules 13a-14 and 15d-14,  as Adopted Pursuant to Section 302 of the
         Sarbanes-Oxley Act of 2002.

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

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

AUDIT FEES

         The aggregate  fees billed for  professional  services  rendered by our
principal  accountants  for the audit of our  financial  statements  and for the


                                       35
<PAGE>


reviews of the financial statements included in our annual report on Form 10-KSB
and 10-QSBs respectively, and for other services normally provided in connection
with  statutory  filings were $14,905 and  $13,325,  respectively,  in the years
ended February 29, 2008 and February 28, 2007.

TAX FEES

         The aggregate  fees billed by our auditors for tax  compliance  matters
were $795 and $795 in the fiscal years ended  February 29, 2008 and February 28,
2007.

ALL OTHER FEES

         We did not incur any fees for other  professional  services rendered by
our  independent  auditors during the years ended February 29, 2008 and February
28, 2007.


                                       36
<PAGE>


                                   Signatures

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

                                           FUTURA PICTURES, INC.


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


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

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

 /S/ BUDDY YOUNG               President, Chief Executive           May 28, 2008
--------------------------     Officer, Chief Financial
Buddy Young                    Officer and Director (Principal
                               Executive, Financial and
                               Accounting Officer)


 /S/ JOSEPH ADELMAN            Director                             May 28, 2008
--------------------------
Joseph Adelman


 /S/ L. STEPHEN ALBRIGHT       Director                             May 28, 2008
--------------------------
L. Stephen Albright


 /S/ MEL POWELL                Director                             May 28, 2008
--------------------------
Mel Powell


 /S/ DENNIS SPIEGELMAN         Director                             May 28, 2008
--------------------------
Dennis Spiegelman


                                       37