U. S. Securities and Exchange Commission
                             Washington, D. C. 20549


                                   FORM 10-Q


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

        For the quarterly period ended September 30, 2008

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

         For the transition period from                to
                                        --------------    ------------------


                               Commission File No.
                                    000-52825

                              4TH GRADE FILMS, INC.
                           ------------------------
       (Name of Small Business Issuer as specified in its charter)

        UTAH                                        20-8980078
        ----                                        -----------
(State or other jurisdiction of                  (Employer I.D. No.)
       organization)

                         1338 SOUTH FOOTHILL DRIVE, #163
                            SALT LAKE CITY, UT 84108
                                -----------------
                     (Address of Principal Executive Office)

         Issuer's Telephone Number, including Area Code: (801) 649-3519

          (Former Name or Former Address, if changed since last Report)

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by  Sections  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.

(1)  Yes  X    No              (2)  Yes  X      No
         ----     ----                  ----         ----

Indicate by check mark whether the registrant is a large  accelerated  filer, an
accelerated filer, a non-accelerated  filer, or a smaller reporting company. (as
defined in Rule 12b-2 of the Exchange Act).

        Large accelerated filer [_]             Accelerated filer         [_]
        Non-accelerated filer   [_]             Smaller reporting company [X]

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

APPLICABLE  ONLY TO  ISSUERS  INVOLVED  IN  BANKRUPTCY  PROCEEDINGS  DURING  THE
PRECEDING FIVE YEARS

     None, Not Applicable;

Indicate  by check mark  whether  the  registrant  has filed all  documents  and
reports  required  to be filed by  Sections  12,  13 or 15(d) of the  Securities
Exchange Act of 1934 subsequent to the  distribution of securities  under a plan
confirmed by court. Yes |_| No |X|

APPLICABLE ONLY TO CORPORATE ISSUERS:  Indicate the number of shares outstanding
of  each  of  the  Registrant's  classes  of  common  stock,  as of  the  latest
practicable date:

                                October 31, 2008

                                    2,345,000


                                       1
<PAGE>
                         PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

     The Financial  Statements of the Registrant  required to be filed with this
10-Q Quarterly  Report were prepared by management and commence on the following
page,  together with related Notes. In the opinion of management,  the Financial
Statements  fairly  present  the  financial  condition  of the  Registrant.  The
Financial Statements are on file with the Company's Auditor.

<TABLE>
<CAPTION>

                              4TH GRADE FILMS, INC.
                          [A Development Stage Company]
                                  BALANCE SHEET
                              As of September 30, 2008
                                and June 30, 2008

                                                             9/30/2008               6/30/2008
                                                         -------------------     ------------------
                                                            [unaudited]              [audited]
                ASSETS
Assets

     Current Assets

<S>                                                                <C>                    <C>
         Cash                                                      $ 14,284               $ 40,389
                                                         -------------------     ------------------
     Total current assets                                            14,284               $ 40,389

         Film Costs                                                 100,149              $ 100,149
                                                         -------------------     ------------------
Total Assets                                                      $ 114,433              $ 140,538
                                                         ===================     ==================

                LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities

     Current Liabilities

         Accounts Payable                                           $ 3,505                $ 2,725
         Accrued Liabilities - related party                            900                    675
         Income Taxes Payable                                           100                    100
                                                         -------------------     ------------------
     Total Current Liabilities                                        4,505                  3,500
                                                         -------------------     ------------------
     Long Term Liabilities

         Note Payable - Shareholder                                 $ 6,376               $ 25,948
                                                         -------------------     ------------------
     Total Long Term Liabilities                                      6,376                 25,948
                                                         -------------------     ------------------
Total Liabilities                                                  $ 10,881               $ 29,448
                                                         ===================     ==================

     Stockholders' Equity

         Preferred Stock - 5,000,000 shares                               -                    300
         authorized at $0.01 par; 0 shares
         issued and outstanding (Series  A
         Convertible)  and 30,000 shares
         outstanding respectively

         Common Stock - 50,000,000 shares
         authorized at $0.01 par; 2,345,000 and
         2,045,000 shares issued and outstanding,
         respectively                                                23,450                 20,450
         Paid-in Capital                                            123,762                126,462
         Deficit Accumulated during the development stage           (43,660)               (36,122)
                                                         -------------------     ------------------
     Total Stockholders' Equity                                     103,552                111,090
                                                         -------------------     ------------------
Total Liabilities and Stockholders' Equity                        $ 114,433              $ 140,538
                                                         ===================     ==================



</TABLE>

                   See Notes to the Condensed Financial Statements

                                       2
<PAGE>

<TABLE>
<CAPTION>


                              4TH GRADE FILMS, INC.
                          [A Development Stage Company]
                       CONDENSED STATEMENTS OF OPERATIONS
          For the Three Month Period Ended September 30, 2008 and 2007
          and for the period from inception through September 30, 2008

                                                      For the                 For the
                                                   Three Months            Three Months        Since Inception
                                                       Ended                   Ended               through
                                                      9/30/08                 9/30/07              9/30/08
                                                  ----------------        ----------------     -----------------

<S>                                                       <C>                     <C>                  <C>
Revenues                                                  $     -                 $     -              $      -

Operating Expenses
      Professional Expenses                                 6,571                   7,104                31,330
      SG&A                                                    539                   1,767                10,754
                                                  ----------------        ----------------     -----------------
Total Operating Expenses                                    7,110                   8,871                42,084
                                                  ----------------        ----------------     -----------------
Net Income/(Loss) from Operations                          (7,110)                 (8,871)              (42,084)
                                                  ----------------        ----------------     -----------------
Interest Income                                                 -                       -                     -
Interest Expense                                             (428)                      -                (1,376)
                                                  ----------------        ----------------     -----------------
Net Loss Before Income Taxes                               (7,538)                 (8,871)              (43,460)

Provision for Income Taxes                                      -                       -                   200
                                                  ----------------        ----------------     -----------------
Net Loss                                                   (7,538)                 (8,871)              (43,660)
                                                  ================        ================     =================
Loss Per Share                                            $ (0.01)                $ (0.01)              $ (0.04)
                                                  ================        ================     =================
Weighted Average Shares Outstanding                     2,146,087                 745,000             1,058,076
                                                  ================        ================     =================

</TABLE>
                   See Notes to the Condensed Financial Statements

                                       3
<PAGE>

<TABLE>
<CAPTION>
                              4TH GRADE FILMS, INC.
                          [A Development Stage Company]
                       CONDENSED STATEMENTS OF CASH FLOWS
               For the Three Month Period Ended September 30, 2008 and 2007
          and for the period from inception through September 30, 2008


                                                                         For the         For the          Since
                                                                        Three Months    Three Months    Inception
                                                                          Ended           Ended          through
                                                                         9/30/08         9/30/07         9/30/08
                                                                       ------------    ------------    ------------

<S>                                                                         <C>             <C>            <C>
Net Loss                                                                    (7,538)         (8,871)        (43,660)

      Adjustments to reconcile net loss to net cash
      Provided/(Used) by Operating Activities:

          Additions to Capitalized Film Costs                                    -         (10,729)       (100,149)
          Increase/(Decrease) in Accounts Payable                              780           1,570           3,505
          Increase/(Decrease) in Accrued Liabilities - related party           225               -             900
          Increase/(Decrease) in Accrued Director Compensation                   -           1,500               -
          Increase/(Decrease) in Income Taxes Payable                            -               -             100
          Accrued Interest included in Notes Payable Balance                   428               -           1,376
          Issued Common Stock in Exchange for Payment of Expenses                                -           5,212
          -------------------------------------------------------------------------    ------------    ------------
      Net Cash Used for Operating Activities                                (6,105)        (16,530)       (132,716)

      Cash Provided by Financing Activities

          Proceeds/(Payments) from Loan from Shareholder                   (20,000)              -           5,000
          Issued Common Stock for Cash                                           -               -          52,000
          Issued Preferred Stock for Cash                                        -               -          90,000
                                                                       ------------    ------------    ------------
      Net Cash Provided by Financing Activities                            (20,000)              -         147,000
                                                                       ------------    ------------    ------------
      Net Increase in cash                                                 (26,105)        (16,530)         14,284
Beginning Cash Balance                                                      40,389          32,343               -
                                                                       ------------    ------------    ------------
Ending Cash Balance                                                       $ 14,284        $ 15,813        $ 14,284
                                                                       ============    ============    ============

Supplemental Schedule of Cash Flow Activities

      Cash paid for
          Interest                                                             $ -             $ -         $     -
          Income taxes                                                         $ -             $ -         $   100
          Common Stock Issued in Exchange for Payment of Expenses              $ -             $ -         $ 5,212


                   See Notes to the Condensed Financial Statements

</TABLE>
                                       4
<PAGE>

                              4TH GRADE FILMS, INC.
                          [A Development Stage Company]
                   Notes to the Condensed Financial Statements


NOTE 1- BASIS OF PRESENTATION

          The  accompanying  unaudited,  condensed  financial  statements of 4th
          Grade  Films,  Inc.  (the  "Company"  or "4th Grade  Films") have been
          prepared  in  accordance   with  the  rules  and  regulations  of  the
          Securities and Exchange  Commission  ("SEC") and disclosures  normally
          included  in the  financial  statements  prepared in  accordance  with
          generally  accepted  accounting  principles  have  been  condensed  or
          omitted. It is suggested that these condensed financial  statements be
          read in  conjunction  with the financial  statements and notes thereto
          contained in the  Company's  Annual Report on Form 10-K for the period
          ended June 30,  2008.  In the  opinion  of  management  these  interim
          financial statements contain all adjustments,  which consist of normal
          recurring adjustments,  necessary for a fair presentation of financial
          position.  The results of  operations  for the interim  period are not
          necessarily  indicative  of the  results to be  expected  for the full
          year.

NOTE 2- LIQUIDITY/GOING CONCERN

          The  Company  has  accumulated  losses  since  inception,  has minimal
          assets,  and has a net  operating  loss of $7,538 for the three months
          ended September 30, 2008.  Because the Company has accumulated  losses
          since  inception,  has minimal liquid current assets,  and has limited
          sales activity there is substantial  doubt about the Company's ability
          to continue as a going concern. Management plans include continuing to
          develop,  finance,  produce,  market and  distribute  films within the
          independent  film community.  The financial  statements do not include
          any   adjustments   that  might   result  from  the  outcome  of  this
          uncertainty.

NOTE 3- DIRECTOR COMPENSATION EXPENSES / RELATED PARTY TRANSACTIONS

          Effective April 1, 2008, the directors  resolved to suspend payment of
          $1,000  per  year  to each  member  of the  board  of  directors.  The
          Compensation was paid semi-annually,  with the first $500 payment made
          on October 1, 2007 and the  subsequent  $500  payment paid on March 1,
          2008. The payment to the Directors will be reinstated once the Company
          generates positive operating cash flow.

          During the year ended  June 30,  2008,  James  Doolin,  the  Company's
          President and director,  loaned the Company an aggregate of $25,000 on
          an unsecured debenture. The Note accrues interest at 10% per annum and
          matures on December 31, 2010. On August 19, 2008,  the Company  repaid
          $20,000 of the outstanding note payable. As of September 30, 2008, the
          outstanding  note  payable to the  shareholder  was $6,376,  including
          accrued  interest.  From  inception  through  September  30,  2008 the
          Company accrued interest of $1,376 on the note.

          As of September 30, 2008,  approximately 77.9% of the Company's issued
          and  outstanding  common stock is controlled by one family giving them
          effective power to control the vote on  substantially  all significant
          matters without the approval of other stockholders.

          The Company rents office space from the Company's  President at a cost
          of $75 per month.  The Company has accrued $900 in unpaid  rental fees
          from this arrangement.

Note 4 -  Film Costs

          Film costs consisted of the following as of September 30, 2008:

            Films:

            Released                       $        -
            Completed, not released                 -
            In production                     100,149
            In development, or Preproduction        -
                                           ----------
            Total                          $  100,149
                                           ==========

          As of September  30, 2008,  the Company does not have any  unamortized
          film costs of completed or released films or participation liabilities
          and,  therefore,  does not present an estimate of the  amortization of
          these costs.

                                       5
<PAGE>
Note 5 - Conversion of Preferred Stock, Series A

          On or about May 15,  2007,  the  Company  offered a no  minimum  and a
          maximum of 30,000  shares of Preferred  Stock,  Series A, at $3.00 per
          share  pursuant  to Rule 506 of  Regulation  D of the  Securities  and
          Exchange  Commission.  The Company  completed the offering on or about
          June 1, 2007, selling all 30,000 shares of Preferred Stock,  Series A,
          for  gross  proceeds  of  $90,000.  On August  31,  2008,  the  30,000
          outstanding  shares of  Preferred  Stock,  Series A, were  mandatorily
          converted to the Company's Common Stock.  The Preferred Stock,  Series
          A, were converted on a 1 for 10 share basis for 300,000 common shares.
          As  of  September  30,  2008,  the  Company  had  no  Preferred  Stock
          outstanding and 2,045,000 Common shares issued and outstanding.

Note 6 -  Recent Accounting Pronouncements

          In  September  2006,  the  FASB  issued  SFAS  No.  157,  "Fair  Value
          Measurements".  This statement clarified the definition of fair value,
          establishes  a framework  for  measuring  fair value,  and expands the
          disclosures  on fair  value  measurements.  This  statement  does  not
          require any new fair value measurements. SFAS No. 157 is effective for
          the Company  beginning  July 1, 2008.  On February 12, 2008,  the FASB
          issued  Financial  Staff Position FAS 157-2,  "Effective  Date of FASB
          Statement No. 157." This Staff  Position  delays the effective date of
          SFAS No.  157 until  July 1,  2009,  for all  nonfinancial  assets and
          nonfinancial   liabilities,   except  those  that  are  recognized  or
          disclosed  at fair value in the  financial  statements  on a recurring
          basis (at least  annually).  The delay is intended to allow the FASB's
          constituents  additional  time to  consider  the effect of the various
          implementation  issues that have arisen,  or that may arise,  from the
          application of SFAS No. 157.

          In February 2007, the FASB issued SFAS No. 159, "The Fair Value Option
          for  Financial  Assets and  Financial  Liabilities"  (SFAS 159).  This
          Statement  provides  companies  with  an  option  to  report  selected
          financial  assets and  liabilities at fair value.  Generally  accepted
          accounting principles have required different  measurement  attributes
          for  different  assets  and  liabilities  that can  create  artificial
          volatility in earnings.  The  Statement's  objective is to reduce both
          complexity in accounting for financial  instruments and the volatility
          in  earnings  caused  by  measuring  related  assets  and  liabilities
          differently.  SFAS 159 is effective for the Company  beginning July 1,
          2008. The Company is currently  evaluating the impact of this standard
          on its financial statements.

          In December  2007,  the FASB issued SFAS No. 141 (revised 2007) ("SFAS
          141R"),  "Business  Combinations"  and  SFAS  No.  160  ("SFAS  160"),
          "Noncontrolling  Interests in Consolidated  Financial  Statements,  an
          amendment of  Accounting  Research  Bulletin  No. 51".  SFAS 141R will
          change how business  acquisitions  are  accounted  for and will impact
          financial  statements both on the  acquisition  date and in subsequent
          periods.  SFAS  160 will  change  the  accounting  and  reporting  for
          minority  interests,  which will be  recharacterized as noncontrolling
          interests and classified as a component of equity.  SFAS 141R and SFAS
          160 are  effective  for the  Company  beginning  July 1,  2009.  Early
          adoption is not permitted.  The Company is evaluating the impact these
          statements will have on its financial statements.

          In  March  2008,  the FASB  issued  SFAS No.  161  "Disclosures  about
          Derivative Instruments and Hedging Activities" ("SFAS No. 161"), which
          will be effective for the Company beginning July 1, 2009. SFAS No. 161
          changes the disclosure  requirements  for derivative  instruments  and
          hedging   activities.   Entities  are  required  to  provide  enhanced
          disclosures   about  (i)  how  and  why  an  entity  uses   derivative
          instruments, (ii) how derivative instruments and related hedging items
          are  accounted  for under  SFAS No.  133  "Accounting  for  Derivative
          Instruments and Hedging  Activities" and its related  interpretations,
          and (iii) how derivative  instruments  and related hedged items affect
          an entity's financial position, financial performance, and cash flows.
          The Company is  evaluating  the impact this  statement may have on its
          financial statements.


                                       6
<PAGE>
Item 2. Management's  Discussion and Analysis of Financial Condition and Results
of Operations.

     PLAN OF OPERATION

For the next 12 months, the Company will:

     (1) Execute on its marketing campaign for the Company's Film. The marketing
     campaign will include  submitting the Film to film festivals and developing
     relationships with independent film  distributors.  The Company will submit
     the Film into several  independent  film festivals to seek exposure  within
     the  independent  film  community.  Management  has targeted  approximately
     thirty  film  festivals   throughout  North  America  to  enter  the  Film.
     Management  believes that film festivals  provide broad marketing  exposure
     within  the  independent  film  community.   The  Company  can  provide  no
     assurances  that  the  Film  will be  selected  to be  showcased  at a film
     festival.  Furthermore,  Management's marketing plan includes marketing the
     film directly to  distribution  entities.  Currently,  the Company does not
     have  any  distribution   agreements   established  with  independent  film
     distributors, but will work to develop distribution channels throughout the
     next twelve  months.  The Company can make no  assurances  that the Company
     will be able to sell or distribute the Film.  Other than submission fees to
     film  festivals  and travel  expenses,  the Company does not  anticipate in
     allocating substantial monetary resources to the marketing of the Film over
     the next twelve months.  The Company estimates the total marketing expenses
     for the next twelve months,  including  submission fees and travel expenses
     for the Film, will not exceed $10,000. The Company's current cash resources
     will be sufficient to cover the planned marketing expenses.

     (2) Continue  seeking  opportunities in developing,  financing,  producing,
     marketing  and/or  distributing  film content within the  independent  film
     market.  Other than the Film,  the Company does not have any other projects
     in production, but plans to begin pre-production of its next project within
     the next twelve  months.  Depending  on the budget of the next  project the
     Company may need to raise  additional  funding to finance the project.  The
     Company's management will advance the Company monies not to exceed $50,000,
     as loans to the Company, to help the Company produce, market and distribute
     film  content.  The loan will be on terms no less  favorable to the Company
     than  would be  available  from a  commercial  lender  in an  arm's  length
     transaction. If the Company needs funds in excess of $50,000, it will be up
     to the Company's management to raise such monies. These funds may be raised
     as  either  debt or  equity,  but  management  does not  have any  plans or
     relationships  currently  in place to raise such  funds.  The  Company  can
     provide no assurances  that if additional  funds are needed that it will be
     able to obtain financing.

     (3) As part of an ongoing  management  process,  the Company's fund raising
     efforts and support for the above initiatives will be continuously reviewed
     and  prioritized  to ensure that  returns are  commensurate  with levels of
     investment.

     The Company has accumulated losses since inception and has not been able to
generate profits from operations.  The Company has recently commenced  marketing
its first film  project  within the  independent  film  community.  The  Company
intends to generate revenue through marketing and distributing the film, however
the  Company  can provide no  assurances  that it will be able to  generate  any
revenue from the film. Operating capital,  including the proceeds to finance the
Company's first film project has been raised through the Company's shareholders.

     The Company's plan of operation for the next twelve months will continue to
be  developed,  managed  and  operated  solely  by the  Company's  Officers  and
Directors.  The  Company  does  not  currently  have any  employees  nor does it
anticipate hiring any employees over the next twelve months.

     The  Company  has not  been  able  to  generate  positive  cash  flow  from
operations  since inception.  This along with the above mentioned  factors raise
substantial doubt the Company's ability to continue as a going concern.

     MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
     OPERATION

     OPERATING RESULTS - OVERVIEW

     The three month period ended September 30, 2008,  resulted in a net loss of
$7,538.  The Basic Loss per Share for the three month period ended September 30,
2008 was  ($0.01).  Details of changes in  revenues  and  expenses  can be found
below.

     OPERATING RESULTS REVENUES

     The  Company  has not  generated  a profit  since  inception.  The  Company
generated a net loss of $7,538 and no revenue for the period ended September 30,
2008. For the period ended  September 30, 2007 the Company  generated no revenue
and a net loss of $8,871.  The Company will not provide any  forecasts of future
earnings  or  profitability.  The  future  success  of  the  Company  cannot  be
ascertained   with  any  certainty,   and  if  and  until  the  Company  obtains
distribution  of its  film  projects,  no  such  forecast  or  guidance  will be
formulated or provided.

     OPERATING RESULTS COST OF GOODS SOLD/COST OF SALES

     Cost of sales was $0 for the three month  period ended  September  30, 2008
and 2007.  The Company  did not  generate  any  revenue  for the  periods  ended
September 30, 2008 and 2007, and therefore did not incur any expenses related to
revenue.

                                       7
<PAGE>
     OPERATING RESULTS OPERATING EXPENSES

     Operating  expense for the three month period ended September 30, 2008, was
$7,110. Operating expenses included professional fees and general administrative
expenses.

     - The Company's  professional  fees include  accounting and legal fees. The
     net accounting and legal expenses  incurred in the three month period ended
     September 30, 2008 totaled $6,571 and $7,104 for the period ended September
     30,  2007.  The  Company  estimates  annual   accounting   expenses  to  be
     approximately  $14,000.  Management's  estimate for legal  expenses for the
     fiscal year to be approximately $5,000.

     - The  Company  incurred  $225 in rent for the  three  month  period  ended
     September 30, 2008 and 2007.  General and  administrative  expenses for the
     quarter ended  September 30, 2008 was $539 and $1,767 for the quarter ended
     September 30, 2007.

     OPERATING RESULTS INTEREST EXPENSES

     The  Company  incurred  $428 in  interest  expense  for the  quarter  ended
September  30,  2008.  The  Company did not incur any  interest  expense for the
quarter  ended  September 30, 2007.  The interest  expense for the quarter ended
September 30, 2008,  was  attributed to a loan from James Doolin,  the Company's
President and director.  During the year ended June 30, 2008, James Doolin,  the
Company's President and director,  loaned the Company an aggregate of $25,000 on
an unsecured  debenture.  The Note accrues interest at 10% per annum and matures
on December 31,  2010.  On August 19, 2008,  the Company  repaid  $20,000 of the
outstanding note payable. As of September 30, 2008, the outstanding note payable
to the shareholder  was $6,376.  From inception  through  September 30, 2008 the
Company accrued interest of $1,376 on the note.

     LIQUIDITY

     As of September 30, 2008, the Company had no accounts receivable, $4,405 in
accounts  payable and accrued  liabilities.  The Company had no  inventory as of
September 30, 2008, but has capitalized film development costs of $100,149.

     The  Company  has a cash  balance  of  $14,285 as of  September  30,  2008.
Management  does not  anticipate  that the Company's  existing cash balance will
cover the Company's  general  expenses of operation for the next twelve  months.
However,  the Company's  management  will continue to advance the Company monies
not to exceed  $50,000,  as loans to the  Company.  The loan will be on terms no
less favorable to the Company than would be available  from a commercial  lender
in an arm's length transaction.  Currently a member of the Company's  management
has loaned the Company  approximately $5,000 in principal.  If the Company needs
funds in excess of $50,000,  it will be up to the Company's  management to raise
such monies.  These funds may be raised as either debt or equity, but management
does not have any plans or relationships currently in place to raise such funds.
The Company can provide no assurances  that if  additional  funds are needed the
Company will be able to obtain financing.

     The  Company's  ability to  continue  as a going  concern is  dependent  on
management's  ability to generate revenue and to manage the Company's  expenses.
Management will continue to seek to explore  opportunities  to enhance the value
of the Company and its profitability.

                                       8
<PAGE>
     CRITICAL ACCOUNTING POLICIES - ESTIMATES

     Our  discussion  herein and  analysis  thereof is based upon our  financial
statements  in Item 1 above,  which have been  prepared in  accordance  with the
rules  and  regulations  of the  Securities  and  Exchange  Commission("SEC")for
interim  financial  reporting.  The  preparation  of these  statements  requires
management  to make  estimates  and best  judgments  that  affect  the  reported
amounts.

     OFF-BALANCE SHEET ARRANGMENTS

     We do not have any off-balance sheet arrangements as of September 30, 2008.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

     This item is not applicable to smaller reporting companies.

Item 4(T). Controls and Procedures

     Evaluation of Disclosure Controls and Procedures

     Disclosure  controls and procedures (as defined in Rule 13a-15(e) under the
Exchange Act) are designed to ensure that  information  required to be disclosed
in reports  filed or submitted  under the  Exchange Act is recorded,  processed,
summarized,  and reported  within the time periods  specified in rules and forms
adopted  by the  Securities  and  Exchange  Commission  ("SEC"),  and that  such
information  is  accumulated  and  communicated  to  management,  including  the
President  and Vice  President,  to allow timely  decisions  regarding  required
disclosures.

     Under  the  supervision  and  with  the  participation  of our  management,
including our President and Vice President,  we evaluated the  effectiveness  of
the design and operation of our  disclosure  controls and procedures (as defined
in Rule  13a-15(e)  under the  Securities  Exchange  Act of 1934 (the  "Exchange
Act")).  Based upon that evaluation,  our President and Vice President concluded
that,  as of the end of the  period  covered  by  this  report,  our  disclosure
controls and procedures were effective.

     Changes in Internal Control Over Financial Reporting

     During the most recent  fiscal  quarter  covered by this report,  there has
been no change in our internal  control over financial  reporting (as defined in
Rule  13a-15(f)  under the Exchange  Act) that has  materially  affected,  or is
reasonably  likely to materially  affect,  our internal  control over  financial
reporting.

                          PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

        This item is not applicable to smaller reporting companies.

Item 1A. Risk Factors

        None; not applicable.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

        None; not applicable

Item 3. Defaults Upon Senior  Securities.

        None; not applicable.

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

        None; not applicable

Item 5. Other Information.

        None; applicable

Item 6. Exhibits.

        (a) Exhibits

        31.1 302 Certification of James Doolin

        31.2 302 Certification of Shane Thueson

        32 906 Certification

        (b)Reports on Form 8-K.

        None; Not Applicable.

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<PAGE>
                                   SIGNATURES

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
Registrant  has duly  caused  this  Report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.

                                4TH Grade Films, Inc.

Date: 10/31/08                  /S/JAMES DOOLIN
                                --------------------------------------------
                                James Doolin, President and Director

     Pursuant to the  requirements  of the  Securities  Exchange Act of 1934, as
amended,  this  Report has also been  signed  below by the  following  person on
behalf of the Registrant and in the capacities and on the dates indicated.

Date: 10/31/08                  /S/SHANE THUESON
                                --------------------------------------------
                                Shane Thueson, Vice President and Director



                                       10