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, 2009

[ ]     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:

                                November 16, 2009

                                    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, 2009
                                and June 30, 2009

                                                          09/30/2009             06/30/2009
                                                      ------------------    ------------------
         ASSETS                                          (unaudited)               (audited)

Assets

     Current Assets
<S>                                                             <C>                   <C>
         Cash                                                   $ 1,183               $ 1,683
         Prepaid expense                                          6,250                     0
                                                      ------------------    ------------------
     Total current assets                                         7,433                 1,683

         Film Costs                                              24,825               100,149
                                                      ------------------    ------------------
Total Assets                                                  $  32,258             $ 101,832
                                                      ==================    ==================

        LIABILITIES AND STOCKHOLDERS' EQUITY

Liabilities

     Current Liabilities
         Accounts Payable                                      $ 13,291              $ 11,307
         Accrued Liabilities - related party                    $ 1,800               $ 1,575
         Income Taxes Payable                                     $ 100                 $ 100
                                                      ------------------    ------------------
     Total Current Liabilities                                 $ 15,191              $ 12,982
                                                      ------------------    ------------------
     Long Term Liabilities

         Note Payable - Shareholder                            $ 16,168               $ 6,865
                                                      ------------------    ------------------
     Total Long Term Liabilities                               $ 16,168               $ 6,865
                                                      ------------------    ------------------
Total Liabilities                                                31,359                19,847


     Stockholders' Equity

         Preferred Stock - 5,000,000 shares                           -                     -
         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
         issued and outstanding                                  23,450                23,450

         Paid-in Capital                                        123,762               123,762

         Deficit Accumulated during the development stage      (146,313)              (65,227)
                                                      ------------------    ------------------
     Total Stockholders' Equity                                     899               81,985
                                                      ------------------    ------------------
Total Liabilities and Stockholders' Equity                       32,258             $ 101,832
                                                      ==================    ==================




</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, 2009 and 2008
          and for the period from inception through September 30, 2009
                                  (unaudited)
                                                                       For the               For the
                                                                     Three Months          Three Months         Since Inception
                                                                        Ended                 Ended                 through
                                                                      9/30/2009             9/30/2008              9/30/2009
                                                                   -----------------     -----------------      -----------------
<S>                                                                         <C>                   <C>                    <C>
Revenues                                                                    $     -               $     -                $     -

Operating Expenses
       Professional Expenses                                                  5,198                 6,571                 54,642
       SG&A                                                                     225                   539                 13,843
       Impairment of unamortized film development costs                      75,323                     0                 75,323
                                                                   -----------------     -----------------      -----------------
Total Operating Expenses                                                     80,746                 7,110                143,808
                                                                   -----------------     -----------------      -----------------
Net Income/(Loss) from Operations                                           (80,746)               (7,110)              (143,808)
                                                                   -----------------     -----------------      -----------------
Interest Income                                                                   -                     -                      -
Interest Expense                                                               (340)                 (428)                (2,205)
                                                                   -----------------     -----------------      -----------------
Net Loss Before Income Taxes                                                (81,086)               (7,538)              (146,013)

Provision for Income Taxes                                                        -                     -                    300
                                                                   -----------------     -----------------      -----------------
Net Loss                                                                    (81,086)               (7,538)              (146,313)
                                                                   =================     =================      =================

Loss Per Share                                                              $ (0.03)              $ (0.01)               $ (0.09)
                                                                   =================     =================      =================

Weighted Average Shares Outstanding                                       2,345,000             2,146,087              1,585,860
                                                                   =================     =================      =================


</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, 2009 and 2008
          and for the period from inception through September 30, 2009
                                  (unaudited)
                                                          For the               For the
                                                            Year                  Year              Since Inception
                                                           Ended                 Ended                 through
                                                         9/30/2008             9/30/2008              9/30/2009
                                                      ----------------      ----------------      ----------------
<S>                                                         <C>                    <C>                  <C>
Net Loss                                                    $ (81,086)             $ (7,538)            $(146,313)

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

    Impairment of capitalized film development costs           75,323                     -                75,323
    Additions to Capitalized Film Costs                             -                     -              (100,149)
    (Increase)/Decrease in Prepaid Expenses                    (6,250)                    -                (6,250)
    Increase/(Decrease) in Accounts Payable                     1,984                   780                13,291
    Increase/(Decrease) in Accrued Liabilities -
    related party                                                 225                   225                 1,800
    Increase/(Decrease) in Income Taxes Payable                     -                     -                   100
    Accrued Interest included in Notes Payable Balance            340                   428                 2,205
    Issued Common Stock in Exchange for Payment of Expenses         -                     -                 5,212
                                                      ----------------      ----------------      ----------------

   Net Cash Used for Operating Activities                      (9,464)               (6,105)             (154,781)

   Cash Provided by Financing Activities

    Proceeds from Loan from Shareholder                         8,964                     -                33,964
    Payments on Loan from Shareholder                               -               (20,000)              (20,000)
    Issued Common Stock for Cash                                    -                     -                52,000
    Issued Preferred Stock for Cash                                 -                     -                90,000
                                                      ----------------      ----------------      ----------------
   Net Cash Provided by Financing Activities                    8,964               (20,000)              155,964
                                                      ----------------      ----------------      ----------------
   Net Increase in cash                                          (500)              (26,105)                1,183

Beginning Cash Balance                                          1,683                40,389                     -
                                                      ----------------      ----------------      ----------------
Ending Cash Balance                                           $ 1,183              $ 14,284               $ 1,183
                                                      ================      ================      ================

Supplemental Schedule of Cash Flow Activities

   Cash paid for
    Interest                                                      $ -                   $ -               $     -
    Income taxes                                                  $ -                   $ -               $   200
    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,  2009.  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 $81,086 for the three months
          ended September 30, 2009.  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.

          On  August  25,  2009,  James  Doolin,  the  Company's  President  and
          director,  loaned the Company an  aggregate  of $5,000 on an unsecured
          debenture.  The Note accrues  interest at 10% per annum and matures on
          December 31, 2011.  As of September  30, 2009,  the  outstanding  note
          payable  balance to the  shareholder  was $12,165,  including  accrued
          interest.  From  inception  through  September  30,  2009 the  Company
          accrued interest of $2,165 on the note.

          On August 31, 2009,  Michael  Doolin,  a  shareholder  of the Company,
          loaned the Company an aggregate  of $3,964 on an unsecured  debenture.
          The Note accrues interest at 10% per annum and matures on December 31,
          2011. As of September 30, 2009, the  outstanding  note payable balance
          to the shareholder was $4,003,  including accrued interest.  As of the
          September  30, 2009 the  Company  has  accrued  interest of $39 on the
          note.

          As of September 30, 2009,  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 $1,800 in unpaid rental fees
          from this arrangement.

Note 4 -  Film Costs

          Film costs consisted of the following as of September 30, 2009:

            Films:

            Released                                         $        -
            Completed, not released                              24,825
            In production                                             -
            In development, or Preproduction                          -
                                                             ----------
            Total                                            $   24,825
                                                             ==========

          During the quarter, the Company began fully marketing its film. During
          the quarter,  the Company completely exhausted their efforts to market
          to tier 1 distributors.  Based on these results, management determined
          that the unamortized costs of the film exceed the net realizable value
          for the film. Accordingly, the Company recognized an impairment charge
          of $75,324 on the film.

                                       5
<PAGE>
Note 5 -  Recent Accounting Pronouncements

          Effective July 1, 2009, the Company  adopted the Financial  Accounting
          Standards Board ("FASB")  Accounting  Standards  Codification  ("ASC")
          105-10,  Generally  Accepted  Accounting  Principles  - Overall  ("ASC
          105-10"), which was formerly known as SFAS 168. ASC 105-10 establishes
          the FASB Accounting Standards Codification (the "Codification") as the
          source of authoritative  accounting  principles recognized by the FASB
          to be  applied  by  nongovernmental  entities  in the  preparation  of
          financial   statements  in  conformity  with  U.S.  GAAP.   Rules  and
          interpretive releases of the SEC under authority of federal securities
          laws are also sources of authoritative  U.S. GAAP for SEC registrants.
          All guidance  contained in the Codification  carries an equal level of
          authority. The Codification superseded all existing non-SEC accounting
          and  reporting  standards  and all  other  non-grandfathered,  non-SEC
          accounting literature not included in the Positions or Emerging Issues
          Task Force  Abstracts.  Instead,  it will issue  Accounting  Standards
          Updates ("ASUs").  The FASB will not consider ASUs as authoritative in
          their own right.  ASUs will  serve  only to update  the  Codification,
          provide  background  information  about the  guidance  and provide the
          bases of conclusions on the change(s) in the Codification.  References
          made to FASB guidance  throughout  this document have been updated for
          the Codification.

          In December  2007,  the FASB issued SFAS No. 141 (revised 2007) ("SFAS
          141R"),  "Business  Combinations",  which was primarily  codified into
          Topic 805 "Business  Combinations" in the ASC, and SFAS No. 160 ("SFAS
          160"), "Noncontrolling Interests in Consolidated Financial Statements,
          an  amendment  of  Accounting  Research  Bulletin  No. 51",  which was
          primarily  codified into Topic 810  "Consolidations"  in the ASC. 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, with no impact on the Company's financial statements.

          In  March  2008,  the FASB  issued  SFAS No.  161  "Disclosures  about
          Derivative Instruments and Hedging Activities" ("SFAS No. 161"), which
          was primarily codified into Topic 815 "Derivatives and Hedgins" in the
          ASC, and 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.

          In October  2009,  the FASB issued ASU  2009-13,  Multiple-Deliverable
          Revenue  Arrangements,  (amendments  to FASB ASC  Topic  605,  Revenue
          Recognition)  ("ASU  2009-13") and ASU 2009-14,  Certain  Arrangements
          That Include  Software  Elements,  (amendments  to FASB ASC Topic 985,
          Software) ("ASU  2009-14"). ASU  2009-13 requires entities to allocate
          revenue  in an  arrangement  using  estimated  selling  prices  of the
          delivered goods and services based on a selling price  hierarchy.  The
          amendments  eliminate the residual  method of revenue  allocation  and
          require  revenue to be  allocated  using the  relative  selling  price
          method. ASU  2009-14  removes  tangible  products  from  the  scope of
          software revenue guidance and provides guidance on determining whether
          software  deliverables  in an  arrangement  that  includes  a tangible
          product are covered by the scope of the software revenue guidance. ASU
          2009-13 and ASU 2009-14  should be applied on a prospective  basis for
          revenue  arrangements  entered into or  materially  modified in fiscal
          years  beginning  on or  after  June 15,  2010,  with  early  adoption
          permitted.  The Company is currently  evaluating,  but does not expect
          adoption of ASU  2009-13 or ASU  2009-14 to have a material  impact on
          the  Company's   consolidated   results  of  operations  or  financial
          condition.

Note 6 -  Prepaid Expenses

          On July 30,  2009 the  Company  engaged  the  services  of Circus Road
          Films, Inc. Circus Road Films, Inc. will act as a sales representative
          for the film "Four Stories of St. Julian",  and will seek distribution
          agreements.  The fee for this agreement  $7,500 upfront and 10%, after
          the Company  has  received  $75,000,  of the gross  proceeds  from any
          distribution  agreements  that the  Company  enters  into  within  the
          following twelve months.

          The Company  capitalized  the $7,500 upfront cost as a prepaid expense
          and is expensing it over a 12 month  period.  The amount  expensed for
          the quarter ended September 30, 2009 was $1,250.

Note 7 - Subsequent Events

          The Company has evaluated subsequent events through November 12, 2009,
          the date the financial  statements were issued, and has concluded that
          no recognized or nonrecognized  subsequent  events have occurred since
          the quarter ended September 30, 2009.

                                       6
<PAGE>

Item 2. Management's  Discussion and Analysis of Financial Condition and Results
of Operations.

For the next 12 months, the Company will:

     (1) On July 15, 2009 the Company engaged Circus Road Films,  Inc.  ("Circus
     Road Films"),  a producer's  agent,  to represent  the  Company's  film and
     solicit  distribution,  television licensing and international sales agency
     agreements  from  established  licensors of rights to feature films. As per
     the terms of the  agreement,  Circus  Road Films will be  representing  the
     Company's  first film,  "Four Stories of St. Julian.  The Company will work
     with  Circus  Road Films to  continue  to market the  Company's  Film.  The
     marketing campaign will also include submitting the Film to additional film
     festivals and developing  relationships with independent film distributors.
     In the past 12 months  the  Company's  Film has been  named as an  official
     finalist  to the 2009  Canada  International  Film  Festival,  an  official
     selection  of the  Rainier  Independent  Film  Festival,  and has also been
     chosen to receive the Gold Kahuna Award for Excellence in Filmmaking at the
     2009 Honolulu  International  Film  Festival.  The Company will continue to
     pursue entering film festival to obtain greater exposure for the Film.

     (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  additional  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 began the marketing process of its
first film project within the independent  film community  within the past year.
The Company  intends to generate  revenue  through  distributing  or selling 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.  Other than the Company's  officer 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.

                                       8
<PAGE>
     MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
     OPERATION

     OPERATING RESULTS - OVERVIEW

     The three month period ended September 30, 2009,  resulted in a net loss of
$81,086. The Basic Loss per Share for the three month period ended September 30,
2009 was  ($0.03).  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 $81,086 and no revenue  for the period  ended  September
30,  2009.  For the period  ended  September  30, 2008 the Company  generated no
revenue and a net loss of $7,538.  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, 2009
and 2008.  The Company  did not  generate  any  revenue  for the  periods  ended
September 30, 2009 and 2008, and therefore did not incur any expenses related to
revenue.

     OPERATING RESULTS OPERATING EXPENSES

     Operating  expense for the three month period ended September 30, 2009, was
$80,746.   Operating   expenses   included   professional   fees   and   general
administrative expenses.

     - The  Company's  professional  fees include  accounting,  legal fees,  and
     distribution  sales  agent  fee.  The net  accounting  and  legal  expenses
     incurred in the three month period ended  September 30, 2009 totaled $5,198
     and $6,571 for the period  ended  September  30,  2008.  The  Company  also
     engaged Circus Road Films,  Inc., a distribution sales agent, to market the
     Film. The Company incurred $7,500 in expenses  attributed to the engagement
     of Circus  Road Films,  of which  $6,250 was  recorded as a prepaid  asset.
     Other than a commission expense,  the Company does not anticipate incurring
     any other fees  associated  with Circus  Road Films  within the next twelve
     month  period.  The  Company  estimates  annual  accounting  expenses to be
     approximately  $8,000.  Management's  estimate  for legal  expenses for the
     fiscal year to be approximately $5,000.

     - The  Company  incurred  $75,323 for an  impairment  of  unamortized  film
     development  costs  associated with the Film. The Company believes that the
     Film's  value has been  impaired and has written down the value of the Film
     to reflect the fair market value of the asset.

     - The  Company  incurred  $225 in rent for the  three  month  period  ended
     September 30, 2009 and 2008.  General and  administrative  expenses for the
     quarter  ended  September  30, 2009 was $0 and $539 for the  quarter  ended
     September 30, 2008.

     OPERATING RESULTS INTEREST EXPENSES

     The  Company  incurred  $340 in  interest  expense  for the  quarter  ended
September 30, 2009 and $428 in interest  expense for the quarter ended September
30, 2008.  The interest  expense for the quarter ended  September 30, 2009,  was
attributed  to a loan from James Doolin,  the Company's  President and director,
and Michael Doolin, a shareholder of the Company.

     LIQUIDITY

     As of September 30, 2009, the Company had no accounts  receivable,  $15,191
in accounts payable and accrued liabilities.  The Company had no inventory as of
September 30, 2009, but has capitalized film development costs of $100,149.

     The  Company  has a cash  balance  of  $1,183  as of  September  30,  2009.
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 $10,000 in principal, and a shareholder has
loaned the Company $3,964 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, 2009.

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: 11/16/09                  /S/JAMES DOOLIN
                                --------------------------------------------
                                James Doolin, Principal Financial Officer,
                                              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: 11/16/09                  /S/SHANE THUESON
                                --------------------------------------------
                                Shane Thueson, Principal Executive Officer,
                                               Vice President and Director

                                       10