Attached files

file filename
EX-31.1 - FUTURA PICTURES, INC.ex31-1e.htm
EX-32.1 - FUTURA PICTURES, INC.ex32-1e.htm
 
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

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

For the fiscal year ended February 28, 2011

[_]
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
(State or other jurisdiction of incorporation or organization)
 
56-2495218
(IRS Employer Identification No.)
     
17337 Ventura Boulevard, Suite 208, Encino, California
(Address of principal executive offices)
91316
(Zip Code)

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

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

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

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

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

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

 
Yes  o
No  x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

 
Yes  o
No  x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

 
Yes  x
No  o


 
 

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§232.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  o

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

Large accelerated filer  o
Accelerated filer   o
Non-accelerated filer  (Do not check if smaller reporting company)  o
Smaller reporting company   x

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


At May 26, 2011, the registrant had 1,599,750 shares of Common Stock, $.001 par value, issued and outstanding.


DOCUMENTS INCORPORATED BY REFERENCE
None



 
 
 
2

 

 
 
CONTENTS
       
     
PAGE
       
PART I
     
 
Item1.
Description of Business
5
 
Item 2.
Description of Property
12
 
Item 3.
Legal Proceedings
13
 
Item 4.
Submission of Matters to a Vote of Security Holders
13
       
PART II
     
 
Item 5.
Market for Common Equity, Related Stockholder Matters and Issuer Purchase of Equity Securities
13
 
Item 6.
Select Financial Data
14
 
Item 7.
Management’s Discussion and Analysis or Plan of Operation
14
 
Item 8.
Financial Statements
18
 
Item 9.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
30
 
Items 9A(T).
Controls and Procedure
30
 
Item 9B.
Other Information
31
       
PART III
     
 
Item 10.
Directors, Executive Officers, Promoters and Control Persons: Compliance with Section 16(a) of the Exchange Act
31
 
Item 11.
Executive Compensation
33
 
Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
34
 
Item 13.
Certain Relationships and Related Transactions
35
 
Item 14.
Principal Accountant Fees and Services
35
       
PART IV
     
 
Item 15.
Exhibits and Financial Statement Schedules
36
       
SIGNATURES
 
37



 
3

 

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
 
This fiscal 2011 Annual Report on Form 10-K, including the sections entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business,” contains “forward-looking statements” that include information relating to future events, future financial performance, strategies, expectations, competitive environment, regulation and availability of resources.  These forward-looking statements include, without limitation, statements regarding: proposed new products or services; our statements concerning litigation or other matters; statements concerning projections, predictions, expectations, estimates or forecasts for our business, financial and operating results and future economic performance; statements of management’s goals and objectives; trends affecting our financial condition, results of operations or future prospects; our financing plans or growth strategies; and other similar expressions concerning matters that are not historical facts.  Words such as “may,” “will,” “should,” “could,” “would,” “predicts,” “potential,” “continue,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes” and “estimates,” and similar expressions, as well as statements in future tense, identify forward-looking statements.
 
Forward-looking statements should not be read as a guarantee of future performance or results, and will not necessarily be accurate indications of the times at, or by which, that performance or those results will be achieved. Forward-looking statements are based on information available at the time they are made and/or management’s good faith belief as of that time with respect to future events, and are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in or suggested by the forward-looking statements. Important factors that could cause these differences include, but are not limited to:
 
 
·
our inability to raise additional funds to support operations and capital expenditures;
 
 
·
our inability to achieve greater and broader market acceptance of our products and services in existing and new market segments;
 
 
·
our inability to successfully compete against existing and future competitors;
 
 
·
our inability to manage and maintain the growth of our business;
 
 
·
our inability to protect our intellectual property rights; and
 
 
·
other factors discussed under the headings “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business.”
 
Forward-looking statements speak only as of the date they are made. You should not put undue reliance on any forward-looking statements. We assume no obligation to update forward-looking statements to reflect actual results, changes in assumptions or changes in other factors affecting forward-looking information, except to the extent required by applicable securities laws.  If we do update one or more forward-looking statements, no inference should be drawn that we will make additional updates with respect to those or other forward-looking statements.
 


 
4

 

Item 1.  Description of Business

(a) Background

We were incorporated in the State of Delaware on December 10, 2003.  From the date of incorporation through December 2007 the sole component of our business plan called for the producing and co-financing of motion pictures whose production budgets are estimated to range between $500,000 and $1,500,000, produced solely for distribution to the domestic and international home video markets.

As a result of not being able to raise the necessary funds to either co-finance or produce any motion pictures, management changed the Company’s business plan to that of producing and distributing self- improvement/educational DVDs and workforce training programs. The major reason for this decision was that the funds needed to produce or acquire self- improvement/educational DVDs and workforce training programs is substantially less than required for the production of motion pictures. During the next 12 months we will be seeking to produce, or acquire another one or two “self-improvement/educational” DVDs, and to expand our library of training programs.

Effective January 1, 2011, pursuant to an Asset Transfer, Assignment and Assumption Agreement, we acquired from Progressive Training, Inc. all of its assets and liabilities related to Progressive’s workforce training business.  Among the assets we acquired in the transaction described above are fourteen training video programs including: Twelve Angry Men: Teams That Don't Quit.  The video is based on the classic film starring Henry Fonda and utilizes 12 minutes of clips from the film, The Cuban Missile Crisis: A Case Study in Decision Making and Its Consequences.  This video is based on the decision making process of President Kennedy and his Cabinet during the Cuban missile crisis, It’s a Wonderful Life: Leading Through Service, features film clips from the classic motion picture It’s a Wonderful Life, starring Jimmy Stewart, along with on-camera commentary by Dr. Wheatley, How Do You Put A Giraffe Into A Refrigerator?  an animated short that is used as a meeting opener to stimulate the thinking of the participants, Character in Action: The United States Coast Guard on Leadership. This video demonstrates the highest qualities of leadership, and how to apply them, using the example of the United States Coast Guard.  Additionally, we acquired the best-selling and critically acclaimed training video entitled Work Teams and The Wizard of Oz.

In addition to the assets listed above, we acquired a website, www.advancedknowledge.com for the online sale and marketing of our products. We market and sell all our training programs and self-improvement DVDs under the Company’s dba Advanced Knowledge.  See COMPANY HISTORY page 11.

(b) Description of Business

As stated earlier, our initial business plan called for the co-financing or producing of motion pictures whose production budgets are estimated to range between $500,000 and $1,500,000, produced solely for distribution to the domestic and international home video markets. As a result of not being able to raise the necessary funds to either co-finance or produce any motion pictures, management altered the Company’s business plan to that of producing and distributing self- improvement/educational DVDs and workforce training programs. During the next 12 months we will be seeking to produce, or acquire another one or two “self-improvement/educational” DVDs, and to expand our library of workforce training programs.
 
 
 
5

 
 
 
WORKFORCE TRAINING INDUSTRY OVERVIEW
 
General
 
Except where specifically indicated, the following industry views and analysis are based on management's interpretations and beliefs resulting from their experience in the production, sales and marketing of workforce training videos, and their attendance at industry events such as the annual American Society for Training & Development (ASTD) meeting where industry trends are discussed.

According to the Annual Industry Report published by Nielsen Business Media in its November/December 2010 issue of its industry publication, TRAINING MAGAZINE:
 
 
·
Approximately $52.8 billion was spent for training in 2010 by U.S. organizations with 100 or more employees. This compares to approximately $56.2 billion total industry spending in 2009.  These figures were calculated by projecting the average training budget to a weighted universe of companies, using the Dun & Bradstreet counts of U.S. organizations with more than 100 employees.
 
 
·
$6.9 billion of that $52.8 billion was spent on outside providers of products and services in 2010. This compares to $7.0 billion in 2009. These products and services include "off-the-shelf" materials (our videos and work books are included in this category). Management feels that the decline in expenditures for outside products and services is a result of general economic conditions causing corporations to reduce their training expenditures by less use of outside consultants, and more utilization of in-house developed training materials.
 
"Soft-Skill" training and Information Technology training represent the industry's two major distinct sources of revenue. Soft-Skill training includes management skills/development, supervisory skills, communication skills, new methods and procedures, customer relations/services, clerical/secretarial skills, personal growth, employee/labor relations, and sales. Information Technology training includes client/server systems, internet/intranet technologies, computer networks, operating systems, databases, programming languages, graphical user interfaces, object-oriented technology and information technology management.
 
Training Video Production

The process of producing training videos is comprised of three stages. They are: (a) pre-production, (b) principal photography, and (c) post production.  Budgets for the production of these programs can vary widely as there are a number of factors that contribute to the production budget. Included among these factors are the number of locations and sets, the size of the cast and crew, the amount paid to the on-camera host, and the quality of the post production process.  In many cases production budgets range from a low of $50,000 to a high of $150,000.
 
Approximately 25% to 30% of our revenue is derived from the sale of training videos produced by other companies. Many of these videos are produced by producer/distributors that have the financial resources to produce several videos each year. These producer/distributors then enter into non-exclusive sub-distribution agreements with other industry distributors to market and sell these videos. Additionally, there are many independent producers who produce one or two videos a year. These independent producers then enter into distribution agreements for the marketing and sale of their videos. Such agreements are usually on a royalty basis, and may include an advance against royalties.
 
 
 
6

 
 
 
The Soft Skill Training Market
 
There are over thirty different specific soft-skill training subjects utilized by organizations to increase employee productivity and awareness. Among the top ten subjects are: new-employee orientation, leadership, sexual harassment, new-equipment orientation, performance appraisals, team-building, safety, problem-solving/decision-making, train-the-trainer, and product knowledge.
 
We have produced and are marketing training videos that address a number of the above mentioned soft-skill categories. These videos address such categories as leadership, team-building, and problem solving/decision-making. These three categories match the focus of the videos in our current library.

Although many organizations continue to maintain in-house training departments, outside suppliers represent a significant portion of the training budget. TRAINING MAGAZINE reported in its recent industry report that training delivered by outside sources represented approximately 13% of the total dollars spent on training.

The Information Technology Market
 
To date, we have not produced any training products for the information technology market. Nor do we anticipate doing so in the foreseeable future. However, since we do market such products produced by others, we felt it appropriate to include a discussion of this sector.
 
The Annual Industry Report additionally revealed that of all formal training in U.S. organizations with ten or more employees, approximately 40% of that formal training is devoted to teaching computer skills. Management believes that the market for Information Technology will continue to be driven by technological change, and that the increasing demand for training information technology professionals is a result of several key factors, including:
 
 
·
the proliferation of computers and networks throughout all levels of organizations;
 
 
·
the shift from mainframe systems to new client/server technologies;
 
 
·
the continuous introduction and evolution of new client/server hardware and software technologies;
 
 
·
the proliferation of internet and intranet applications; and
 
 
·
corporate downsizing.
 
It is our belief that these foregoing factors have resulted in an increase in training requirements for employees who must perform new job functions or multiple job tasks that require knowledge of varied software applications, technologies, business specific information, and other training topics. Furthermore, since we believe that many businesses use hardware and software products provided by a variety of vendors, their information technology professionals require training on an increasing number of products and technologies which apply across vendors, platforms and operating systems.

 
7

 

 
Products and Services
 
During fiscal 2011 we devoted our limited resources to the distribution of workforce training videos. Due to the significant amount of cash required to produce new training videos, ($50,000 to $150,000), we did not produce any new training products during fiscal 2011.
 
Accompanying each of the videos is a workbook that is designed to be given to all employees participating in the training program. These workbooks are written for us by training professionals and serve to reinforce and enhance the lasting effectiveness of the video.
 
Training videos typically have a running time of 20 to 35 minutes. The price range for training videos is from a low of $295 to over $895 per video. Except for our video entitled HOW DO YOU PUT A GIRAFFE INTO A REFRIGERATOR?, which is used as a short 3 minute meeting opener, the videos we acquired fall within the 25 to 35 minute running time range and are sold within the price range mentioned above. The wide variance in the pricing structure is due to such factors as quality of production, on-camera personalities, source of material, sophistication of graphics, and accompanying reference materials. To date, our strategy has been to concentrate on producing high caliber videos utilizing elements and production values that will generate sales at the higher end of the price range, where profit margins are greater.
 
The price differential between a corporate training video and a standard consumer video is justified by the fact that an organization will purchase a video and utilize it to train hundreds of employees over many years.
 
Sales and Marketing
 
As stated earlier, the Company's business is conducted under the dba Advanced Knowledge. Accordingly, all of our marketing and sales materials incorporate the Advance Knowledge name and logo. In most cases, the sale of management and general workforce training videos involve direct mail solicitation, preview request fulfillment, and telemarketing. We begin our sales effort by identifying prospective buyers and soliciting them through direct mail appeals that offer the recipient a free preview. In addition, we market and distribute our work force training videos via our web site at www.advancedknowledge.com. During the past year there has been a significant increase within the training industry on the utilization of the internet to both market and deliver training products.

Preview request fulfillment represents a major part of our sales plan. It has been our experience that most professional trainers will not purchase a training video until they have previewed it in its entirety, affording them an opportunity to evaluate the video's applicability to their specific objective and to judge its effectiveness as a training tool. Rather than shipping preview copies, most customers now preview videos on-line. Within a short period of time following the preview request, a representative will call the prospective buyer to obtain their comments and to ascertain their level of interest.

Telemarketing

We manage our telemarketing efforts by utilizing part-time staff or free-lance telephone representatives who focus primarily on following up on leads that have been generated through our website. Before calling potential customers our telemarketers are provided with information on a customer's buying history and past needs.
 
 
 
8

 
 
 
DIRECT MAIL

As a result of our clients’ preference for receiving product information on-line, along with the cost saving, we have almost completely abandoned the use of direct mail solicitation.

COMPANY WEBSITE
 
Our experience during the past few years has been that increasingly corporate training managers and others responsible for the purchase of training videos are utilizing the internet to research and make their purchases. As a result, we anticipate spending available funds to upgrade our website’s functionality by improving its overall design, and by adding additional features, such as the ability to preview videos online, broaden the website's database to include more content information on most videos, increase the website's search capabilities, and to generally make the website more user friendly.
 
Additionally, in an effort to increase traffic to our website, we have paid both Google and Yahoo for better placement on their search engines. We intend to continue to pay these search engines for prime placement, as our financial resources permit.
 
COMPETITION
 
The workforce training industry is highly fragmented, with low barriers to entry and no single competitor accounting for a dominant market share. Among our competitors are companies such as Media Partners Corp., the LearnCom Corporation, Coastal Training Technologies, and CRM Learning. Many of our competitors have a competitive edge, as demonstrated by the fact that these companies were able to spend significantly more money for the production, and marketing of new videos. Additionally, we compete with the internal training departments of companies and other independent education and training companies.
 
INTERNAL TRAINING DEPARTMENTS
 
We have learned that internal training departments generally provide companies with the most control over the method and content of training, enabling them to tailor the training to their specific needs. However, because internal trainers in many cases find it difficult to keep pace with new training concepts and technologies and lack the capacity to meet demand, organizations supplement their internal training resources with externally supplied training in order to meet their requirements.

Independent Training Providers
 
Our experience has revealed that independent training providers range in size and include publishers of texts, training manuals and newsletters, as well as providers of videos, software packages, training programs, and seminars.
 
As a result of the need for external training products and services, many large corporations have entered the field by establishing corporate training divisions. Among the larger competitors are: Times Mirror Corporation; Sylvan Learning Systems, Inc.; Berkshire Hathaway; and Harcourt General. Additional competitors currently producing training products include Blanchard Training & Development, Career Track, American Media, Pfeiffer & Company, CRM Films, Charthouse International, and Learning Works. In all cases, the companies listed above have established credibility within the training industry and, compared to us, have substantially greater name recognition and greater financial, technical, sales, marketing, and managerial resources.
 
 
 
9

 
 
 
The workforce training market is characterized by significant price competition, and we expect to face increasing price pressures from competitors as company training managers demand more value for their training budgets. There can be no assurance that we will be able to provide products that compare favorably with workforce instructor-led training techniques, interactive training software or other video programs, or that competitive pressures will not require us to reduce our prices significantly.

“EDUCATIONAL/SELF-IMPROVEMENT” DVD PRODUCTION

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

The Self Improvement Market

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

According to Marketdata’s report the self-improvement market is largely comprised of female customers, especially for programs related to relationships, weight loss, exercise, spirituality and Far Eastern topics. Seventy percent of self-improvement book buyers and seminar participants are women. For men, the market is concentrated primarily on business and organizational skills improvement, and money making opportunities like real estate investment or stock trading systems. Programs related to stress management and relaxation techniques are more broad-based, applicable to both sexes. A substantial share of our customers is located on the two coasts of the United States. California is especially receptive to “new age” topics, Far Eastern disciplines, holistic and alternative health care.

Customers
 
We market the The 5 Communication Secrets That Swept Obama To The Presidency,” DVD, and will market any future self-improvement/educational DVDs that we may produce through several distribution channels to individuals seeking to improve their professional skills and personal qualities, educational institutions, i.e. libraries and universities for teaching purposes, and to organizations for employee training. Our current distribution channels are comprised of a network of both domestic and international distributors.
 
Product
 
Given our current inability to raise sufficient funds to initiate the co-financing or production of low budget motion pictures, our product during the next twelve months will be limited to self-improvement/educational DVDs. In an attempt to enhance the product’s revenue potential we created a “Personal Version” and “Business Version” of The 5 Communication Secrets That Swept Obama To The Presidency,” DVD. The “Personal Version,” consisting of the DVD and Workbook is marketed to individuals and to libraries and schools. The “Business Version,” consisting of the DVD, Facilitator’s Guide, Participant Workbook, Power Point presentation, and Reminder Cards is marketed to organizations for employee training. We anticipate following this formula for any future DVDs we produce.
 
 
 
10

 
 
Sales and Distribution
 
US Sales and Distribution
 
We sell the “Personal” version of “The 5 Communication Secrets That Swept Obama To The Presidency,” under a distribution agreement with Gaiam, Inc., a leading lifestyle media company. Gaiam places product in a variety of retailers, including bookstores such as Barnes & Noble and Borders; media stores such as Best Buy and Blockbuster; and mass merchant stores such as WalMart and Target. Additionally, the DVD is being sold to libraries and learning institutions under a distribution agreement with Films For The Humanities, a distribution company specializing in marketing and sales to the educational market.  
 
The “Business Edition” version is being marketed via a network of both domestic and international distributors specializing in the sales of employee training products. Among the domestic distributors selling the DVD are, Workplace Publishing, Advanced Knowledge, and Learncom. We have agreements with a number of international distributors for the sale and marketing of “The 5 Communication Secrets That Swept Obama To The Presidency,” DVD, in countries including Canada, Mexico, Israel, India, South Africa, England and Hong Kong.
 
Competition
 
Both the educational/self-improvement and the motion picture industries are comprised of numerous large, mid-sized, and small independent production companies. Many of these companies have access to vast financial resources. Additionally, they have established long standing relationships with talent and distribution outlets throughout the world.

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

Company History

As stated above, we were incorporated in the State of Delaware on December 10, 2003.  From the date of incorporation through December 2007 the sole component of our business plan called for the producing and co-financing of motion pictures whose production budgets are estimated to range between $500,000 and $1,500,000, produced solely for distribution to the domestic and international home video markets.
 
As a result of not being able to raise the necessary funds to either co-finance or produce any motion pictures, management changed the Company’s business plan to that of producing and distributing self- improvement/educational DVDs and workforce training programs. The major reasons for this decision was that the funds needed to produce or acquire self- improvement/educational DVDs and workforce training programs are substantially less than required for the production of motion pictures. Additionally, our management has years of experience in the production and distribution of this type of product.
 
 
 
11

 

 
In November 2008, the Company commenced the production of a 47 minute “self-improvement/educational” DVD entitled, “The 5 Communication Secrets That Swept Obama to the Presidency.” The DVD uses video examples of President Barack Obama’s most memorable speeches to illustrate five essential secrets of effective public and personal communication.  International communication analyst and coach Richard Greene hosts the DVD and instructs in the system of communication techniques he created. The DVD was completed in February 2009, and is being sold and marketed to individuals via the internet and through distributors specializing in the sale of product to the educational market, i.e. libraries, universities etc. Additionally, the Company created a “Business Edition” version of the DVD. This version includes the 47 minute DVD, along with a Leader Guide, Participant workbook, and Power Point presentation. It is being marketed both domestically and internationally by distributors to organizations for the training of their personnel in communication skills.

Effective January 1, 2011, pursuant to an Asset Transfer, Assignment and Assumption Agreement, we acquired from Progressive Training, Inc. all of its assets and liabilities related to Progressive’s workforce training business.  Among the assets we acquired in the transaction described above are fourteen training video programs including: Twelve Angry Men: Teams That Don't Quit.  The video is based on the classic film starring Henry Fonda and utilizes 12 minutes of clips from the film, The Cuban Missile Crisis: A Case Study in Decision Making and Its Consequences.  This video is based on the decision making process of President Kennedy and his Cabinet during the Cuban missile crisis, It’s a Wonderful Life: Leading Through Service, features film clips from the classic motion picture It’s a Wonderful Life, starring Jimmy Stewart, along with on-camera commentary by Dr. Wheatley, How Do You Put A Giraffe Into A Refrigerator?  an animated short that is used as a meeting opener to stimulate the thinking of the participants, Character in Action: The United States Coast Guard on Leadership. This video demonstrates the highest qualities of leadership, and how to apply them, using the example of the United States Coast Guard.  Additionally, we acquired the best-selling and critically acclaimed training video entitled Work Teams and The Wizard of Oz.

In addition to the assets listed above, we acquired a website, www.advancedknowledge.com for the online sale and marketing of our products. We market and sell all our training programs and self-improvement DVDs under the Company’s dba Advanced Knowledge.

Since the acquisition mentioned above we have worked to expand both our domestic and foreign distributor network. We have succeeded in establishing non-exclusive distribution agreements with a number of additional distributors to market and sell our product.  In many instances, we have mutual non-exclusive distribution agreements to market/distribute their products.

Item 2.  Description of Property
 
We lease office space consisting of a total of approximately 750 square feet, from Encino Gardens LLC, an unaffiliated third party for $900 per month, located at 17337 Ventura Boulevard, Suite 305 Encino, California 91316. The lease is on a month-to-month basis.


 
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 28, 2011.
 
PART 11

Item 5.  Market For Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Market Information

Our common stock has been quoted on the OTC Bulletin Board under the symbol “FTPR” since January 28, 2011.  No historical price date has been provided, as our stock has only recently started trading.

Holders

As of February 28, 2011, we have 1,599,750 shares of common stock issued and outstanding held by 76 shareholders of record.  We currently have no outstanding options or warrants for the purchase of our common stock and have no securities outstanding which are convertible into common stock.  We have not yet adopted or developed any plans to adopt any stock option, stock purchase or similar plan for our employees.

Common Stock

The Company’s certificate of incorporation provides for the authorization of 100,000,000 shares of common stock, $0.0001 par value.  As of February 28, 2010, 1,599,750 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


 
13

 

Item 6.  Selected Financial Data

Not applicable.

Item 7.  Management’s Discussion and Analysis or Plan of Operation
 
You should read this section together with our financial statements and related notes thereto included elsewhere in this report. In addition to the historical information contained herein, this report contains forward-looking statements that are subject to risks and uncertainties. Forward-looking statements are not based on historical information but relate to future operations, strategies, financial results or other developments. Forward-looking statements are necessarily based upon estimates and assumptions that are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond our control and many of which, with respect to future business decisions, are subject to change. Certain statements contained in this Form 10, including, without limitation, statements containing the words "believe," "anticipate," "estimate," "expect," "are of the opinion that" and words of similar import, constitute "forward-looking statements." You should not place any undue reliance on these forward-looking statements.
 
You should be aware that our results from operations could materially be effected by a number of factors, which include, but are not limited to the 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 During the next 12 months the Company will be seeking to produce, or acquire another one or two “self-improvement/educational” DVDs, and to expand their library of workforce training programs.
 

 
 
14

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

General

In November 2008, the Company commenced production on a 47 minute “self-improvement” DVD entitled, “The 5 Secrets of Communication That Swept Obama to the Presidency.”

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

Effective January 1, 2011, pursuant to an Asset Transfer, Assignment and Assumption Agreement, we acquired from Progressive Training, Inc. all its assets and liabilities related to Progressive’s workforce training business.  (See Company History Page 11)

Revenues

Our revenues for the year ended February 28, 2011 were $34,885. Revenues for the year ended February 28, 2010 were $13,108. These revenues were a result of the sales of “The 5 Communication Secrets That Swept Obama to the Presidency” DVD.
 
The cost of revenues during the year ended February 28, 2011 was $128. The cost of revenues during the year ended February 28, 2010 was $2,331.

Expenses

General and Administrative

To date, our expenses have consisted mainly of selling, general and administrative expenses.  The main components being compensation to the Company’s President, Buddy Young- in the amount of $41,600, of which $41,600 Mr. Young has waived reimbursement and the amount has been applied to additional paid-in capital, professional services.  During the year ended February 28, 2011, we incurred a total of $73,252 selling, general and administrative expenses, compared to a total of $79,265 during the year ended February 28, 2010. This represents a decrease of $6,013.  This decrease is mainly the result of decreases in our professional fees of $2,632 offset by increased selling, general and administrative expenses related to the acquisition of our subsidiary.
 
 
 
15

 

 
Interest Expense

We incurred $7,274 and $5,518 in interest expense during the years ended February 28, 2011 and 2010, respectively.  The interest incurred in the current year consists of interest accrued on both the loan from Buddy Young, as well as interest accrued on the credit card that was acquired from Progressive Training as part of the Asset Purchase agreement (see Note 4). The interest incurred in the prior year was entirely related to the interest charges we incur on our loan from Buddy Young.

Plan of Operation

During the past twelve months we concentrated our efforts on expanding our domestic and international distribution network to handle the sales and marketing of “The Five Secrets of Communication That Swept Obama to the Presidency,” as well as any future self-improvement/educational programs that we produce or acquire. Additionally, in accordance with management’s decision to alter the Company’s business plan, we acquired a library of general workforce/management training programs from Progressive Training, (see Company History page 11).

We anticipate that during the next 12 months our efforts will consist of: (a) raising funds through a private placement sale of equity, to be used for the purpose of adding to our library of programs, (b) improve the functionality and visibility of our website advancedknowledge.com,  (c) increase revenue by hiring additional commissioned sales personnel and expand our sub-distributor network, and (d) maximize the product potential of the training programs we recently acquired from Progressive Training by creating new marketing materials.

During fiscal 2011, “The Five Secrets of Communication That Swept Obama to the Presidency,” has generated $18,573 in revenue. We anticipate that cash resulting from the further sales and licensing of “The Five Communication Secrets That Swept Obama to the Presidency,” along with the revenue generated from the sale of our recently acquired programs and the funds provided to us by our president and principal shareholder, under a promissory note dated February 16, 2005, as amended, will be sufficient to fund our cash requirements to continue our efforts through February 2012.

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

Employees

Due to our very limited financial resources, the Company’s President, Buddy Young, along with Joseph Adelman, and Mel Powell, our Director of acquisitions, work on a part-time basis. We have one part-time employee and one commissioned sales person.  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.


 
16

 

Liquidity and Capital Resources

We had a cash balance of $9,683 on February 28, 2011. Until January 1, 2011, other than funds received from the sale of “The Five Communication Secrets That Swept Obama to the Presidency,” our only other known cash resource comes from an agreement with our President and majority shareholder to fund any shortfall in cash flow up to $100,000 at 8% interest through December 31, 2011.  As of February 28, 2011 the principle balance owed on this agreement is $72,754, and the related accrued interest is $11,382. Payment of principal and interest is due on this loan on June 30, 2012.

We believe that revenue derived from the sale of the above mentioned DVD, and the newly acquired programs, along with further borrowings from our President will be sufficient to satisfy our budgeted cash requirement through February 28, 2012.






 
17

 

Item 8.  Financial Statements and Supplementary Data

FUTURA PICTURES, INC.

INDEX TO FINANCIAL STATEMENTS


 
Page
   
Report of Independent Registered Public Accounting Firm
19
   
Balance Sheets as of February 28, 2011 and February 28, 2010
20
   
Statements of Operations
Years Ended February 28, 2011 and February 28, 2010
21
 
   
Statements of Stockholders’ Deficit
Years Ended February 28, 2011 and February 28, 2010
22
   
Statements of Cash Flows
Years Ended February 28, 2011 and February 28, 2010
23
   
Notes to Financial Statements – February 28, 2011
25





 
18

 





REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


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

We have audited the accompanying balance sheets of Futura Pictures, Inc. (a development stage company; the “Company”) as of February 28, 2011 and 2010 and the related statements of operations, stockholders’ deficit and cash flows for the years then ended.  These financial statements are the responsibility of the Company’s management.  Our responsibility is to express an opinion on these financial statements based on our audits.

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

In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company at February 28, 2011 and 2010 and the results of its operations and its cash flows for the years then ended, 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
May 31, 2010
Camarillo, California



 
19

 
FUTURA PICTURES, INC.
BALANCE SHEETS
FEBRUARY 28, 2011 AND 2010

   
2011
   
2010
 
ASSETS
           
             
Cash
  $ 9,683     $ 1,344  
Accounts receivable
    3,204       2,054  
Prepaid expenses
    828       1,111  
                 
TOTAL CURRENT ASSETS
    13,715       4,509  
                 
Deposits
    900       -  
                 
TOTAL ASSETS
  $ 14,615     $ 4,509  
                 
                 
                 
LIABILITIES
               
                 
Line of credit
  $ 39,421     $ -  
Accrued expenses
    35,903       2,813  
Unearned revenue
    14,590       15,000  
Accrued interest – related party
    11,382       5,799  
Loan payable – related party
    72,754       73,357  
                 
TOTAL LIABILITIES
    174,050       96,969  
                 
STOCKHOLDERS’ EQUITY (DEFICIT)
               
                 
Common stock, par value $0.0001 per share
               
Authorized – 100,000,000 shares
               
Issued and outstanding – 1,599,750 shares
    160       160  
Additional paid-in capital
    275,404       296,740  
Retained deficit
    (434,999 )     (389,360 )
                 
TOTAL STOCKHOLDERS’ EQUITY (DEFICIT)
    (159,435 )     (92,460 )
                 
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
  $ 14,615     $ 4,509  


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

 
 
20

 
FUTURA PICTURES, INC.
STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED FEBRUARY 28, 2011 AND 2010


   
2011
   
2010
 
             
REVENUE
  $ 34,885     $ 13,108  
                 
COST OF REVENUE
    128       2,331  
                 
GROSS PROFIT
    34,757       10,777  
                 
OPERATING EXPENSES
               
                 
Selling, general and administrative
    73,252       79,265  
                 
TOTAL OPERATING EXPENSES
    73,252       79,265  
                 
(LOSS) FROM OPERATIONS
    (38,495 )     (68,488 )
                 
OTHER INCOME (EXPENSE)
               
            Other income
    930       -  
            Interest expense
    (7,274 )     (5,518 )
                 
(LOSS) BEFORE INCOME TAXES
    (44,839 )     (74,006 )
                 
Income tax expense
    800       800  
                 
NET (LOSS)
  $ (45,639 )   $ (74,806 )
                 
NET (LOSS) PER COMMON SHARE
               
                 
Basic and diluted
  $ (0.03 )   $ (0.05 )
                 
WEIGHTED AVERAGE NUMBER OF COMMON
               
SHARES OUTSTANDING
               
                 
Basic and diluted
    1,599,750       1,599,750  

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

 
 
21

 
FUTURA PICTURES, INC.
STATEMENTS OF STOCKHOLDERS’ DEFICIT
FOR THE YEARS ENDED FEBRUARY 28, 2011 AND 2010

   
Common Stock
                   
   
Shares
   
Amount
   
Additional Paid-In Capital
   
Retained Deficit
   
Total Stockholders’ Equity (Deficit)
 
Balance, March 1, 2009
    1,599,750     $ 160     $ 255,140     $ (314,554 )   $ (59,254 )
                                         
Contributed services
    -       -       41,600       -       41,600  
                                         
Net (loss) for the year ended February 28, 2010
    -       -       -       (74,806 )     (74,806 )
                                         
Balance, February 28, 2010
    1,599,750     $ 160     $ 296,740     $ (389,360 )   $ (92,460 )
                                         
Acquisition of net liabilities
    -       -       (62,936 )     -       (62,936 )
                                         
Contributed services
    -       -       41,600       -       41,600  
                                         
Net (loss) for the year ended February 28, 2011
    -       -       -       (45,639 )     (45,639 )
                                         
Balance, February 28, 2011
    1,599,750     $ 160     $ 275,404     $ (434,999 )   $ (159,435 )
 
 


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

 
 
22

 
FUTURA PICTURES, INC.
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED FEBRUARY 28, 2011 AND 2010

   
2011
   
2010
 
             
CASH FLOWS FROM OPERATING ACTIVITIES:
           
Net (loss)
  $ (45,639 )   $ (74,806 )
Adjustments to reconcile net (loss) to net cash
               
  (used) by operating activities:
               
Amortization expense
    280       120  
Contributed services
    41,600       41,600  
Write-off of obsolete inventories
    -       5,000  
Uncollectable amounts recovered      (930)         
Changes in operating assets and liabilities:
               
     Accounts receivable
    806       (2,054 )
     Prepaid expenses
    4       (201 )
     Accrued expenses
    9,017       (38,857 )
     Unearned revenue
    (410 )     15,000  
                 
  NET CASH PROVIDED (USED) BY  OPERATING ACTIVITIES
    4,728       (54,198 )
                 
                 
CASH FLOWS FROM (USED) BY INVESTING ACTIVITIES:
               
Proceeds from asset acquisition      4,214         
Film costs
    -       (1,030 )
                 
  NET CASH FROM (USED) BY INVESTING ACTIVITIES
    4,214       (1,030 )
                 
CASH FLOWS FROM FINANCING ACTIVITIES:
               
Proceeds from loan payable – related party
    5,700       63,900  
Repayment of loan payable – related party
    (6,303 )     (10,000 )
                 
  NET CASH PROVIDED BY FINANCING ACTIVITIES
    (603 )     53,900  
                 
NET INCREASE (DECREASE) IN CASH
    8,339       (1,328 )
                 
CASH AT THE BEGINNING OF THE YEAR
    1,344       2,672  
                 
CASH AT THE END OF THE YEAR
  $ 9,683     $ 1,344  
                 
                 
NON-CASH INVESTING AND FINANCING ACTIVITIES:                
    Acquisition of net liabilities       $ 62,936       $  

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

 
 
23

 
FUTURA PICTURES, INC.
STATEMENTS OF CASH FLOWS (CONTINUED)
FOR THE YEARS ENDED FEBRUARY 28, 2011 AND 2010

   
2011
   
2010
 
             
SUPPLEMENTAL DISCLOSURE OF
           
CASH FLOW INFORMATION
           
             
Interest paid
  $ 367     $ -  
Taxes paid
  $ 800     $ 800  






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

 
 
24

 

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 films, documentaries and similar products produced solely for the distribution directly to the domestic and international home video markets.

Effective January 1, 2011, pursuant to an Asset Transfer, Assignment and Assumption Agreement, the Company acquired from Progressive Training, Inc. all its assets and liabilities related to Progressive’s workforce training business.  Among the assets the Company acquired in the transaction described above are fourteen training video programs including: Twelve Angry Men: Teams That Don't Quit.  The video, is based on the classic film starring Henry Fonda, and utilizes 12 minutes of clips from the film, The Cuban Missile Crisis: A Case Study in Decision Making and Its Consequences.  This video is based on the decision making process of President Kennedy and his Cabinet during the Cuban missile crisis, It’s a Wonderful Life: Leading Through Service, features film clips from the classic motion picture It’s a Wonderful Life, starring Jimmy Stewart, along with on-camera commentary by Dr. Wheatley, How Do You Put A Giraffe Into A Refrigerator?  an animated short that is used as a meeting opener to stimulate the thinking of the participants,  Character in Action: The United States Coast Guard on Leadership. This video demonstrates the highest qualities of leadership, and how to apply them, using the example of the United States Coast Guard.  Additionally, the Company acquired the best-selling and critically acclaimed training video entitled Work Teams and The Wizard of Oz.

Unclassified Balance Sheet

As required by ASC Topic 926, the Company has elected to present an unclassified balance sheet.

Use of Estimates

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


 
25

 

Disclosure About Fair Value of Financial Instruments

The Company estimates that the fair value of all financial instruments at February 28, 2011 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.

Revenue Recognition

Sales are recognized upon shipment of videos to the customer or upon website download by the customer. The Company's products may not be returned by the customer. Accordingly, the Company has made no provision for returns.

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.

Production Costs

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

Value of Stock Issued for Services

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


 
26

 

Net Income (Loss) Per Share

The Company adopted ASC No. 260, “Earnings Per Share”, that requires the reporting of both basic and diluted earnings (loss) per share.  Basic earnings (loss) per share is computed by dividing net income (loss) available to common stockholders by the weighted average number of common shares outstanding for the period.  Diluted earnings (loss) per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock.  In accordance with ASC No. 260, “Earnings Per Share”, any anti-dilutive effects on net income (loss) per share are excluded.  The Company has no potentially dilutive securities outstanding at February 28, 2011.

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 ASC No. 740, “Accounting for Income Taxes”.  As changes in tax laws or rates are enacted, deferred tax assets and liabilities are adjusted through the provision for income taxes.

Recent Pronouncements

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.

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

The Company has incurred significant losses over recent years and currently has a working capital deficit of approximately $160,000. 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.

 
 
27

 
 

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.  During the next 12 months the Company will be seeking to produce, or acquire another one or two “self-improvement/educational” DVDs, and to expand their library of workforce training programs.
 
NOTE 3               UNEARNED REVENUE

On August 12, 2009, the Company signed an agreement with Gaiam America, licensing them the distribution rights to "The Five Secrets of Communication That Swept Obama to the Presidency." Under the terms of the agreement, Gaiam America will distribute the DVD throughout the world to the non-educational market. Further, pursuant to the agreement the Company received the $15,000 advance on September 14, 2009. Sales of the DVD under the Gaiam America distribution agreement commenced during the last quarter of fiscal 2010 and the Company recorded $410 of income as of December 31, 2010.

NOTE 4               RELATED PARTY TRANSACTION

Acquisition of Progressive Training

Effective January 1, 2011, pursuant to an Asset Transfer, Assignment and Assumption Agreement, the Company acquired from Progressive Training, Inc. all its assets and liabilities related to Progressive’s workforce training business.  Included in the acquisition were cash accounts of $4,214, accounts receivable of $1,027, a separate receivable in the amount of $2,000, rental deposit of $900, accounts payable and accrued expenses of $31,656 and a line of credit with a balance due of $39,421.  The amounts were recorded at book value.

 
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, 2011.  The note bears interest at 8% and is due upon demand, no later than June 30, 2012.  The outstanding balance was $72,754 as of February 28, 2011.

NOTE 7               STOCKHOLDERS’ DEFICIT

For the years ended February 28, 2011 and, 2010, the Company’s President devoted time to the development process of the Company.  Compensation expense totaling $41,600 has been recorded in each year.  The President has waived reimbursement of $41,600 during each of the years ended February 28, 2011 and 2010, respectively, and, accordingly, the amounts have been recorded as a contribution to capital.
 
 
 
28

 
 
 
NOTE 8               INCOME TAXES

Deferred Tax Components

Significant components of the Company’s deferred tax assets are as follows at February 28, 2011:

Net operating loss carry-forward
  $ 37,000  
Less valuation allowance
    (37,000 )
Net deferred tax assets
  $ 0  
         
Summary of valuation allowance:
       
         
Balance, March 1, 2010
  $ 37,700  
Addition for the year ended February 28, 2011
    (700 )
Balance, February 28, 2011
  $ 37,000  

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

Net Operating Loss

The Company has approximately $160,000 net operating loss carry-forwards, which expire in various years through 2031.

Examination

The Company’s tax returns are open to examination for the year ended February 29, 2008 and forward.





 
29

 


Item 9.  Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None

Item 9A(T).  Controls and Procedures

DISCLOSURE CONTROLS AND PROCEDURES
 
We carried out an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of February 28, 2011 (the "Evaluation Date"). This evaluation was carried out under the supervision and with the participation of Buddy Young, who serves as both our Chief Executive Officer and Chief Financial Officer. Based upon that evaluation, Mr. Young concluded that our disclosure controls and procedures were not effective as of the Evaluation Date as a result of the material weakness in internal control over financial reporting discussed below.
 
Disclosure controls and procedures are those controls and procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act are recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.
 
The Company is managed and operated on a daily basis by Buddy Young, who acts as our Chief Executive Officer and Chief Financial Officer. We have no segregation of duties and Mr. Young has no background in SEC reporting and disclosure requirements. We engage an outside consultant to assist us in preparing our filings with the SEC but acknowledge that although this improves our reporting and disclosure, it does not cure this material weakness. Once operations increase and generate sufficient cash flows, we plan on developing processes and procedures to improve our controls and procedures.
 
Notwithstanding the assessment that our internal control over financial reporting was not effective and that there was a material weakness as identified above, for our year ended February 28, 2011, we believe that our financial statements contained in this report our the year ended February 28, 2011 accurately present our financial condition, results of operations and cash flows in all material respects.
 
CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING
 
As of the Evaluation Date, there were no changes in our internal control over financial reporting that occurred during the year ended February 28, 2011 that have materially affected, or that are reasonably likely to materially affect, our internal control over financial reporting.
 

 
30

 

 
LIMITATIONS ON THE EFFECTIVENESS OF CONTROLS AND PROCEDURES
 
Our management, including Buddy Young our Chief Executive Officer and the Chief Financial Officer, do not expect that our controls and procedures will prevent all potential errors or fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.

Item 9B.  Other Information

None

PART III

Item 10.  Directors, Executive Officers, Promoters and Control Persons; Compliance with Section 16(a) of the Exchange Act.


Name
Age
Position
     
Buddy Young
75
President, Chief Executive Officer, Chief Financial Officer and Chairman
     
Joseph Adelman
77
Vice President and Director
     
Mel Powell
46
Secretary and Director
     
Dennis Spiegelman
62
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. Prior to that Mr. Young served as a director and chief executive officer of a number of firms including, MGPX Ventures, Inc., now known as Contango Oil & Gas, Bexy Communications, Inc., now known as Cheniere Energy, and Color Systems Technology, Inc. Prior to joining Color Systems, Mr. Young served as Director of West Coast Advertising and Publicity for United Artists Corporation, as well Director of Worldwide Advertising and Publicity for Columbia Pictures Corp and Vice President of Worldwide Advertising and Publicity for MCA/Universal Pictures, Inc. For over forty-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.


 
31

 

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.

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

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

Dennis Spiegelman has served as a director of Futura Pictures since December 2004. Mr. Spiegelman is an experienced sales and marketing executive with a successful track record in many aspects of the entertainment industry.  From June 2000, until December 2006, he served as an officer and director of Advanced Media Training. He is currently senior vice president of worldwide sales for Axium Entertainment, a privately held technology and financial services provider to the entertainment industry. Prior to rejoining Axium in 2004 he served as vice president of sales and marketing at Cast & Crew Entertainment Services, Inc., a position he accepted in April 1998.  From 1995 to April 1998, Mr. Spiegelman was the vice president of sales and marketing for Axium Entertainment, Inc.  Both Cast & Crew and Axium specialize in providing payroll and payroll related services to the motion picture and television entertainment industries.  Before joining Axium, he held similar positions with AP Services, Inc. and IDC Entertainment Services.  During his career of more than 25 years, Mr. Spiegelman has held various other senior positions, including director of operations at Heritage Entertainment, and president and director of All American Group, Inc.  While at these companies, Mr. Spiegelman was mainly responsible for the sale of feature films to foreign theatrical, video, and television markets.
 
 
 
32

 

 
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 11.  Executive Compensation

Name
 
Year
   
Salary
   
Bonus
   
Other Annual
Compensation
   
Restricted Stock Awards
   
Securities Underlying Options/ SARS
   
LTIP Payouts
   
All Other
Compensation
 
Buddy Young
 
   
2009
2010
2011
     
 -0-
-0-
-0-
     
 -0-
-0-
-0-
     
$16,050
    -0-
-0-
     
 -0-
-0-
-0-
     
 -0-
-0-
-0-
     
 -0-
-0-
-0-
      (1)(3)  
Mel Powell
   
2009
2010
2011
     
 -0-
-0-
-0-
     
 -0-
-0-
-0-
     
 -0-
-0-
-0-
     
 -0-
-0-
-0-
     
 -0-
-0-
-0-
     
 -0-
-0-
-0-
      (1)(2)  
Joseph Adelman
   
2009
2010
2011
     
 -0-
-0-
-0-
     
 -0-
-0-
-0-
     
 -0-
-0-
-0-
     
 -0-
-0-
-0-
     
 -0-
-0-
-0-
     
 -0-
-0-
-0-
      (1)(2)  
Dennis Spiegelman
 
 
   
2009
2010
2011
     
 -0-
-0-
-0-
     
 -0-
-0-
-0-
     
 -0-
-0-
-0-
     
 -0-
-0-
-0-
     
 -0-
-0-
-0-
     
 -0-
-0-
-0-
      (1)(2)  
(1)           All officers and directors assumed their positions in January 2004.
(2)           Each received 10,000 shares in January, 2004 in exchange for services to the Company.
(3)           For the years ended February 28, 2011 and February 28, 2010, Mr. Young devoted time to the development process of the Company.  Compensation expense totaling $41,600 has been recorded in each year.  Of this amount, Mr. Young was paid $-0- during the years ended February 28, 2011 and February 28, 2010, respectively.  Mr. Young has waived reimbursement of $41,600 during each of the years ended February 28, 2011 and February 28, 2010, respectively.


 
33

 

EMPLOYMENT AND CONSULTING AGREEMENTS

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

OPTION/SAR GRANTS

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

AGGREGATED OPTION/SAR EXERCISES

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

COMPENSATION OF DIRECTORS

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

Item 12.  Security Ownership of Certain Beneficial Owners and Management

The following table sets forth information about the beneficial ownership of our outstanding common stock by each person beneficially owning more than 5% of the shares, by each of our directors and officers, and by all of our directors and officers as a group.  The table shows the number and percentage of shares held by each person as of February 28, 2011.  The address of each person listed in the table is 17337 Ventura Boulevard, Suite 305, Encino, California 91316.

 
Name and Address
 
Number of
Shares Owned
   
Percentage of
Class Owned
 
             
Young Family Trust
    1,190,000  (1)     74.39 %
                 
Buddy Young and Rebecca Young
    1,190,000  (1)     74.39 %
                 
Joseph Adelman
    10,000       0.63 %
                 
Mel Powell
    10,000       0.63 %
                 
Dennis Spiegelman
    10,000       0.63 %
                 
All officers and directors as a group (5 persons)
    1,220,000       76.28 %
_______________
(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

 
34

 
 
 
Item 13.  Certain Relationships and Related Transactions

We have an agreement with our President and majority shareholder to borrow up to $100,000 at 8% interest through December 31, 2011. Repayment is to be made when funds are available with the balance of principal and interest due June 30, 2012.  Through February 28, 2011, the Company has borrowed a total of $72,857 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.

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

Item 14.  Principal Accounting Fees and Services

AUDIT FEES

The aggregate fees billed for professional services rendered by our principal accountants for the audit of our financial statements and for the reviews of the financial statements included in our annual report on Form 10-K and 10-Qs respectively, and for other services normally provided in connection with statutory filings were $35,000 and $16,000, respectively, in the years ended February 28, 2011 and February 28, 2010.

TAX FEES

The aggregate fees billed by our auditors for tax compliance matters were $905 and $865 in the fiscal years ended February 28, 2011 and February 28, 2010.

ALL OTHER FEES

We did not incur any fees for other professional services rendered by our independent auditors during the years ended February 28, 2011 and February 28, 2010.


 
35

 

Item 15.  Exhibits, Financial Statement Schedules

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

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

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


 
36

 

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      
Buddy Young
President, Chief Executive Officer, Chief Financial Officer and Director (Principal Executive, Financial and Accounting Officer)
May 31, 2011
     
 /s/ Joseph Adelman     
Director
May 31, 2011
Joseph Adelman
   
     
     
 /s/ Mel Powell      
Director
May 31, 2011
Mel Powell
   
     
     
 /s/ Dennis Spiegelman    
Director
May 31, 2011
Dennis Spiegelman
   
     





 
37