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 March 31, 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:

                                  May 13, 2008

                                     745,000

                                       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]
                             CONDENSED BALANCE SHEET
                              As of March 31, 2008
                                and June 30, 2007


        ASSETS                                                3/31/2008          6/30/2007
                                                             -----------        -----------
Assets

     Current Assets
<S>                                                            <C>              <C>
         Cash                                                  $  1,925         $  32,343
                                                             -----------        -----------
     Total Current Assets                                         1,925            32,343
                                                             -----------        -----------

         Film Costs - Note 4                                     96,198            57,719
                                                             -----------        -----------
Total Assets                                                   $ 98,123          $ 90,062
                                                             ===========        ===========



       LIABILITIES AND STOCKHOLDERS' EQUITY

Liabilities

     Current Liabilities

         Accounts Payable                                      $  7,275         $      75
         Accrued Director Compensation                            1,500                 -
         Income Taxes Payable                                         -               100
                                                             -----------        -----------
     Total Current Liabilities                                    8,775               175

     Long Term Liabilities
         Note Payable - Shareholders                          $  20,502         $       -
                                                             -----------        -----------
     Total Long Term Liabilities                                 20,502                 -
                                                             -----------        -----------
Total Liabilities                                             $  29,277         $     175

     Stockholders' Equity

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

         Common Stock - 50,000,000 shares
         authorized at $0.01 par; 745,000
         shares issued and outstanding                            7,450             7,450
         Paid-in Capital                                         87,462            87,462
         Deficit Accumulated during the development stage       (26,366)           (5,325)
                                                             -----------        -----------
     Total Stockholders' Equity                                  68,846            89,887
                                                             -----------        -----------
Total Liabilities and Stockholders' Equity                    $  98,123         $  90,062
</TABLE>


                                    2
<PAGE>

<TABLE>
<CAPTION>


                              4TH GRADE FILMS, INC.
                          [A Development Stage Company]
                       CONDENSED STATEMENTS OF OPERATIONS
               For the Three and Nine Months Ended March 31, 2008
           and For the Period from Inception through March 31, 2008

                                                      For the                 For the
                                                   Three Months             Nine Months        Since Inception
                                                       Ended                   Ended               through
                                                      3/31/08                 3/31/08              3/31/08
                                                  ----------------        ----------------     -----------------

Revenues                                                 $      -                 $     -               $     -

Operating Expenses
<S>                                                         <C>                    <C>                   <C>
      Professional Expenses                                 3,094                  16,309                21,432
      SG&A                                                  1,523                   4,231                 4,333
                                                  ----------------        ----------------     -----------------
Total Operating Expenses                                    4,617                  20,540                25,765
                                                  ----------------        ----------------     -----------------
Net Income/(Loss) from Operations                          (4,617)                (20,540)              (25,765)
                                                  ----------------        ----------------     -----------------
Interest Income                                                 -                       -                     -
Interest Expense                                             (501)                   (501)                 (501)
                                                  ----------------        ----------------     -----------------
Net Loss Before Income Taxes                               (5,118)                (21,041)              (26,266)
Provision for Income Taxes                                      -                       -                   100
                                                  ----------------        ----------------     -----------------
Net Loss                                                   (5,118)                (21,041)              (26,366)
                                                  ================        ================     =================

Loss Per Share                                            $ (0.01)                $ (0.03)              $ (0.04)
                                                  ================        ================     =================
Weighted Average Shares Outstanding                       745,000                 745,000               738,465
                                                  ================        ================     =================
</TABLE>


                                       3
<PAGE>

<TABLE>
<CAPTION>
                              4TH GRADE FILMS, INC.
                          [A Development Stage Company]
                       CONDENSED STATEMENTS OF CASH FLOWS
                    For the Nine Months Ended March 31, 2008
           and For the Period from Inception through March 31, 2008

                                                                         For the
                                                                       Nine Months   Since Inception
                                                                          Ended          through
                                                                         3/31/08         3/31/08
                                                                       ------------    ------------

Net Loss                                                                   (21,041)        (26,366)

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

<S>                                                                        <C>             <C>
          (Increase)/Decrease in Capitalized Film Costs                    (38,479)        (96,198)
          Increase/(Decrease) in Accounts Payable                            7,200           7,276
          Increase/(Decrease) in Accrued Director Compensation               1,500           1,500
          Increase/(Decrease) in Income Taxes Payable                         (100)              -
          Increase/<(Decrease) in Accrued Interest - Related Party             502             502
          Issued Common Stock in Exchange for Payment of Expenses                0           5,212
                                                                       ------------    ------------
      Net Cash Provided/(Used) by Operating Activities                     (50,418)       (108,075)

      Cash Provided/(Used) by Financing Activities

          Proceeds from Loan from Shareholder                               20,000          20,000
          Issued Preferred Stock for Cash                                        -          90,000
                                                                       ------------    ------------
      Net Cash Provided/(Used) by Financing Activities                      20,000         110,000

      Net Increase (decrease) in cash                                      (30,418)          1,925

Beginning Cash Balance                                                      32,343               -
                                                                       ------------    ------------

Ending Cash Balance                                                        $ 1,925         $ 1,925
                                                                       ============    ============

Supplemental Schedule of Cash Flow Activities

      Cash paid for
          Interest                                                         $    -          $   -
          Income taxes                                                     $ (100)         $   -
          Stock issued for accrued liabilities                             $    -          $   -



</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 Registration Statement on Form 10-SB/A2 for
          the period ended June 30,  2007.  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 $5,118 for the three months
          ended March 31, 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

          The Company's  three  directors will be paid $1,000 per year for their
          services.  Executive  compensation will be paid semi-annually (October
          1st,  and April 1st).  As of March 31,  2008,  the Company has accrued
          $1,500 in director compensation.

          During the three months  period  ended March 31,  2008, a  shareholder
          loaned the Company $20,000 on an unsecured debenture. The note accrues
          interest at 10% per annum and matures on December  31,  2010.  For the
          quarter ended March 31, 2008, the Company accrued  interest of $501 on
          the note.

          As of  March  31,  2008,  approximately  68% of the  Company's  parent
          corporation,  Hangman Productions, Inc., issued and outstanding common
          stock were  controlled  by one family giving them  effective  power to
          control the vote on substantially all significant  matters without the
          approval of other stockholders.

Note 4 -  Film Costs

          Film costs consisted of the following as of March 31, 2008:

            Films:

            Released                       $        -
            Completed, not released                 -
            In production                      96,198
            In development, or Preproduction        -
                                           ----------
            Total                          $   96,198
                                           ==========

          As of March 31, 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 4 -  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 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

     The Company's  plan of operation for the next 12 months is to continue with
its current business  operations in the independent  film industry.  The Company
began  production  of an  independent  feature  film in 2007.  The film  will be
completed by June, 2008. The Company has accumulated  losses since inception and
has not been able to generate  profits from  operations.  The Company intends to
generate  revenue  through  selling the film or the  distribution  rights of 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.  If the Company does not  successfully  generate  profits from its
initial  film,  there are no  assurances  that the Company will be able to raise
additional capital for operations and/or other independent film projects.

     The  Company's  plans to market the film include  submitting  the film to a
variety of domestic and  international  independent  film festivals,  engaging a
producer's representative to market the film, and marketing the film directly to
independent film distribution companies.  The Company's management will continue
to formalize  its  distribution  strategy,  which may include both  domestic and
international  distribution  through a variety of media  (film  festivals,  DVD,
cable on-demand, internet, et al). Although 4th Grade Films' future projects are
not solely  contingent on a successful  distribution  of the film it will propel
the  commencement of additional film projects.  Management  plans to continue to
develop ideas for future film projects,  but anticipates  that a majority of its
efforts will be spent on establishing distribution for its current film project.

     The Company's  long-term  strategy includes  producing  subsequent  feature
films and exploring  production  opportunities  outside  narrative feature films
including corporate videos, documentaries,  and commercials. These projects will
allow the Company to generate  revenue by charging a production  fee and passing
production costs directly to the client.

     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 March 31,  2008,  resulted in a net loss of
$5,118. The Basic Loss per Share for the three month period ended March 31, 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 $5,118 and no revenue  for the period  ended  March 31,
2008.  The Company's  inception was April 25, 2007 and therefore the Company can
provide no financial comparisons to previous quarterly periods. 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 March 31, 2008.  The
Company did not generate  any revenue for the period  ended March 31, 2008,  and
therefore did not incur any expenses related to revenue.

                                       7
<PAGE>
     OPERATING RESULTS OPERATING EXPENSES

     Operating  expense for the three month  period  ended March 31,  2008,  was
$4,617.  Operating expenses included director  compensation,  professional fees,
and general administrative expenses.

     - The  Company's  officer and  director  are paid $1,000 per year for their
     services.  Executive  compensation is paid  semi-annually,  October 1st and
     April 1st. The Company accrued director  compensation payable in the amount
     of $750 for the three month period ended March 31, 2008.  The total accrued
     director compensation payable as of March 31, 2008, is $1,500.

     - The Company's  professional  fees include  accounting and legal fees. The
     net accounting and legal expenses  incurred in the three month period ended
     March 31, 2008 totaled  $3,094.  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 March
     31, 2008.  General and  administrative  expenses for the quarter  ended was
     approximately $550.

     OPERATING RESULTS INTEREST EXPENSES

     The Company  incurred $501 in interest  expense for the quarter ended March
31, 2008.  The interest  expense was  attributed to loan from James Doolin,  the
Company's  President  and director.  On February 1, 2008,  Mr. Doolin loaned the
Company  $20,000.  The loan matures  December 31, 2010, and accrues  interest at
10%, which is also payable December 31, 2010.

     LIQUIDITY

     As of March 31,  2008,  the Company had no accounts  receivable,  $8,775 in
accounts payable and accrued directors compensation. The Company also has a note
payable to the Company's  President,  Mr Doolin, for $20,000. The Company had no
inventory as of March 31, 2008, but has capitalized  film  development  costs of
$96,198.

     The Company has a cash balance of $1,925 as of March 31,  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 $20,000.  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 March 31, 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.

                                       9
<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: 05/13/08                  /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: 05/13/08                  /S/SHANE THUESON
                                --------------------------------------------
                                Shane Thueson, Vice President and Director



                                       10