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


                                   FORM 10-QSB


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

        For the quarterly period ended September 30, 2007

[ ]     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         No    X
         ----     ----                  ----         ----

Indicate  by check mark  whether  the  registrant  is an  accelerated  filer (as
defined in Rule 12b-2 of the Exchange Act). Yes |_| No |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;

     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:

                               September 30, 2007

                                     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-QSB
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, 2007
                                and June 30, 2007

                                                       09/30/07      6/30/07
                                                      -----------    --------
                                                      [Unaudited]    [Audited]
                                   ASSETS

Assets
<S>                                                 <C>           <C>
      Cash                                            $   15,813  $   32,343
      Film Costs - Notes 1 & 5                            68,448      57,719
                                                      -----------    --------
         Total Assets                                 $   84,261  $   90,062
                                                      ===========    ========

                   LIABILITIES AND STOCKHOLDERS' EQUITY

Liabilities

      Accounts Payable                                $    1,645  $       75
      Accrued Director Compensation                        1,500           0
      Income Taxes Payable                                   100         100
                                                       -----------    --------
         Total Liabilities                            $    3,245  $      175
                                                      ===========    ========

Stockholders' Equity:

        Preferred stock - 5,000,000 shares
        authorized at $.01 par; 30,000 shares
        issued and outstanding (Series A
        Convertible)- Note 6                                300          300

        Common stock - 50,000,000 shares
        authorized at $0.01 par; 745,000
        shares issued and outstanding                     7,450        7,450

        Additional paid-in capital                       87,462       87,462

        Deficit accumulated, during Development Stage   (14,196)      (5,325)
                                                      -----------    --------
Total Stockholders' Equity                               81,016       89,887
                                                      -----------    --------
        Total Liabilities and Stockholders' Equity   $   84,261   $   90,062
                                                      ===========    ========
</TABLE>

                                       2
<PAGE>

<TABLE>
<CAPTION>


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

                                                         For the
                                                       Period from
                                         For the        Inception
                                       Three Months     [4/25/07]
                                          Ended          through
                                         09/30/07        09/30/07
                                        ---------      -------------


<S>                                    <C>           <C>
Revenues                                 $     0       $        0

Operating Expenses
        Professional Expenses              7,104           12,227
        SG&A                               1,767            1,869
                                         --------      -----------
Total Operating Expenses                   8,871           14,096

Net Income from Operations                (8,871)         (14,096)
                                         --------      -----------

Net Income before Taxes                   (8,871)         (14,096)

Provision for Income Taxes                     0              100
                                         --------      -----------

Net Income                                (8,871)         (14,196)
                                         ========      ===========

Basic and Diluted Earnings per
Common Share                              $  (.01)      $     (.02)
                                         ========      ============

Weighted Average Shares Outstanding       745,000         745,000
                                         ========      ===========
</TABLE>

                                       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, 2007
          and for the period from inception through September 30, 2007


                                                                            For the
                                                                          Period from
                                                             For the       Inception
                                                           Three Months    [4/25/07]
                                                              Ended         through
                                                             9/30/07        9/30/07
                                                            --------      -----------
Cash Flows Provided by/(Used for)
Operating Activities
---------------------------------
<S>                                                       <c>            <C>
Net Loss                                                      (8,871)      (14,196)
Adjustments to reconcile net income to net cash
provided by operating activities:

    Additions to Capitalized Film Costs                      (10,729)      (68,448)
    Increase/(Decrease) in Accounts Payable                    1,570         1,645
    Increase/(Decrease) in Accrued Director Compensation       1,500         1,500
    Increase/(Decrease) in Income Taxes payable                    0           100
    Issued Common Stock in Exchange for Payment of Expenses        0         5,212
                                                           ---------      --------
   Net Cash Provided by/(Used for) in Operating  Activities  (16,530)      (74,187)

Cash Flows Provided by Investing Activities
    Purchase of equipment                                          0             0
                                                           ---------      --------
   Net Cash Used by Investing Activities                           0             0

Cash Flows Provided by Financing Activities
    Issued Preferred Stock for Cash                                0        90,000
                                                           ---------      --------
   Net Cash Provided by Financing Activities                       0        90,000

                Net Increase(decrease) in Cash               (16,530)       15,813

Beginning Cash Balance                                        32,343             0
                                                           ---------      --------

Ending Cash Balance                                      $    15,813    $   15,813
                                                           =========      ========

Supplemental schedule of cash flow activities
    Cash paid for
       Interest                                         $         0     $        0
       Income taxes                                     $         0     $        0
       Common Stock Issued in Exchange for Payment
       of Expenses                                      $     5,212     $    5,212

</TABLE>

                                       4
<PAGE>

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


NOTE 1- BASIS OF PRESENTATION

          The  accompanying  unaudited,  condensed  financial  statements of 4TH
          Grade Films,  Inc. 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-KSB
          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.

          Filmed  Entertainment  Costs - In  accordance  with SOP  00-2,  Filmed
          entertainment costs include capitalized production costs and overhead.
          These costs, as well as  participation  and  exploitation  costs,  are
          recognized as operating  expenses on an  individual  film basis in the
          ratio that the current  year's  gross  revenues  bear to  management's
          estimate of total ultimate gross revenues from all sources.  Marketing
          costs and development  costs under term deals are charged as operating
          expenses as incurred.  Development costs for projects not produced are
          written-off  at the  earlier of the time the  decision is taken not to
          develop the story or after three years.

          Filmed entertainment costs are stated at the lower of unamortized cost
          or estimated fair value on an individual  motion picture or television
          product  basis.   Revenue  forecasts  for  both  motion  pictures  and
          television products are continually reviewed by management and revised
          when  warranted  by  changing  conditions.  When  estimates  of  total
          revenues an other events or changes in  circumstances  indicate that a
          motion picture or television  production has a fair value that is less
          than its  unamortized  cost, a loss is  recognized  currently  for the
          amount by which the  unamortized  cost exceeds the film or  television
          production's fair value.

NOTE 2- LIQUIDITY/GOING CONCERN

          The  Company  has  accumulated  losses  since  inception,  has minimal
          assets,  and has a net operating  loss of (8,871) for the three months
          ended September 30, 2007.  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.

                                       5
<PAGE>

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

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,  with the
          first $500 payment  commencing on October 1, 2007,  and the subsequent
          $500 payment to be paid March 1, 2008. As of September  30, 2007,  the
          Company has accrued $1,500 in director compensation.

          As of September 30, 2007,  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.

          The Company rents office space from the Company's  President at a cost
          of $75 per month.


NOTE 4- IMPACT OF NEW ACCOUNTING PRONOUNCEMENTS

          SFAS 159 - In February  2007,  the FASB issued SFAS No. 159, "The Fair
          Value Option for Financial Assets and Financial Liabilities, including
          an amendment of FASB Statement No. 115" ("SFAS 159"). SFAS 159 creates
          a fair value option allowing an entity to irrevocably elect fair value
          as the  initial  and  subsequent  measurement  attribute  for  certain
          financial assets and financial liabilities, with changes in fair value
          recognized in earnings as they occur. SFAS 159 also requires an entity
          to report those financial assets and financial liabilities measured at
          fair value in a manner that separates  those reported fair values from
          the carrying amounts of assets and liabilities  measured using another
          measurement  attribute  on the  face  of the  statement  of  financial
          position.  Lastly,  SFAS 159 requires an entity to provide information
          that would allow users to understand the effect on earnings of changes
          in the fair  value on those  instruments  selected  for the fair value
          election.  SFAS 159 is  effective  for fiscal  years  beginning  after
          November  15,  2007,  with early  adoption  permitted.  The Company is
          continuing  to  evaluate  SFAS 159 and to  assess  the  impact  on its
          results of operations and financial condition,  but it is not expected
          to have a significant impact since the Company does not engage in many
          of the items identified in the Statement.

                                       6
<PAGE>

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

Note 5 -  Film Costs

          Film costs consisted of the following as of September 30, 2007:

            Films:

            Released                       $        -
            Completed, not released                 -
            In production                      68,448
            In development, or Preprodution         -
                                           ----------
            Total                          $   68,448
                                           ==========

          As of September  30, 2007,  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.

Note 6 - Stockholders Equity

         Preferred Stock - Series A

          Pursuant to the authority vested in the Board of Directors the Company
          provided for the issuance of a series of Preferred  Stock,  designated
          Preferred  Stock,  Series A, consisting of one million  (1,000,000) of
          the currently  authorized five million (5,000,000) shares of Preferred
          Stock.  Each share of Preferred  Stock,  Series A, can be converted at
          the option of the record  holder  thereof any time prior to August 31,
          2008, into ten (10) shares of fully paid and  nonassessable  shares of
          Common  Stock,  $0.01 par value.  On August 31,  2008,  all  remaining
          issued and  outstanding  shares of  Preferred  Stock,  Series A, shall
          automatically be called and each share of Preferred  Stock,  Series A,
          shall  be   converted   into  ten  (10)   shares  of  fully  paid  and
          nonassessable  shares of Common Stock,  $0.01 par value.  Furthermore,
          the Preferred  Stock,  Series A, shall be preferred over the shares of
          Common Stock and any other  series of Preferred  Stock as to assets so
          that in the event of any  liquidation,  dissolution,  or winding up of
          the affairs of the  Company,  whether  voluntary or  involuntary,  the
          holders of the Preferred Stock, Series A, shall be entitled to receive
          out of the assets of the Company  available  for  distribution  to its
          stockholders,  whether from capital,  surplus or earnings,  before any
          distribution  is made to the holders of shares of Common  Stock or any
          other series of Preferred  Stock,  an amount equal to one cent ($0.01)
          per share. In addition,  the holders of the Preferred Stock,  Series A
          have no voting rights.

          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.

         Common Stock

          During the  Company's  Board of  Directors  meeting  held on April 24,
          2007,  the  Company  authorized  the  issuance of 745,000 or $0.01 par
          value common shares to the  Company's  parent in exchange for expenses
          incurred by Hangman  Productions,  Inc. The  expenses  paid by Hangman
          Productions,  Inc., totaled $5,212 which created an additional paid-in
          deficit of $2,238  related to the issuance of the common  shares.  The
          745,000 shares issued to Hangman  Productions,  Inc.,  account for all
          issued and outstanding common shares of the Company.

                                       7
<PAGE>
Item 2.Management's Discussion and Analysis or Plan of Operation.

     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
has accumulated losses since inception and has not been able to generate profits
from operations.  The Company is currently in  post-production on its first film
project.   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.  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  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, 2007,  resulted in a net loss of
($8,871).  The Basic Loss per Share for the three month period  ended  September
30, 2007 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 $(8,871)  on no revenue for the period  ended  September
30, 2007.  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  September  30, 2007.
The Company did not  generate  any revenue for the period  ended  September  30,
2007, and therefore did not incur any expenses related to revenue.

                                       8
<PAGE>
     OPERATING RESULTS OPERATING EXPENSES

     Operating  expense for the three month period ended September 30, 2007, was
8,871.  Operating  expenses  included  director  compensation,   office  rental,
professional fees, and general  administrative  expenses.

   - The  Company's  officer  and  director  are paid  $1,000 per year for their
     services. Executive compensation will be paid semi-annually, with the first
     $500 payment commencing on October 1, 2007, and the subsequent $500 payment
     to be paid March 1, 2008.

   - The Company  rents office space from the  Company's  President at a cost of
     $75 per month.  The rent paid has been determined by the Company to be fair
     market rental rate for the space, phone and computer provided.

   - The  Company's  professional  fees  include  accounting,  legal  and  other
     professional  fees.  The  accounting  expenses  incurred in the three month
     period ended  September  30, 2007  totaled  $4,523.  The Company  estimates
     annual accounting expenses to be approximately $10,000. The Company's legal
     and other  professional  expenses for the period ended  September 30, 2007,
     was $2,581.  Managment's estimate for legal and other professional expenses
     for the fiscal year is budgeted at $3,000.

   - The Company's  general  administrative  expenses for the three month period
     ended September 30, 2007 was $1,767. General adminstrative expenses for the
     fiscal year ending 2008 are estimated at $500.

     OPERATING RESULTS INTEREST EXPENSES

     The  Company  did not incur  any  interest  expense  in the  quarter  ended
September 30, 2007 or the period from inception through September 30, 2007.

     LIQUIDITY

     As of September 30, 2007, the Company had no accounts receivable, $3,145 in
accounts  payable and accrued  directors  compensation and no short or long term
debt.  Furthermore  the Company  had no  inventory  as of  September  30,  2007.
However, the Company has capitalized film development costs of 68,448.

     The  Company  has a cash  balance  of  $15,813 as of  September  30,  2007.
Management  anticipates that the Company's  existing cash balance and loans from
the  Company's  management  should  cover  the  Company's  general  expenses  of
operation for the next twelve  months.  Currently,  the Company does not require
any  additional  short term or long term capital  requirements  for  operational
expenses  over the next twelve  months.  If Company deems  additional  funds are
needed for operations,  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 or 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 need  that it 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.

                                       9
<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. See Note 4 contained in Item 1 for additional  discussions of these and
other accounting policies and disclosures required by GAAP.

     OFF-BALANCE SHEET ARRANGMENTS

     We do not have any off-balance sheet arrangements as of September 30, 2007.

Item 3.Controls and Procedures

     An  evaluation   was  performed   under  the   supervision   and  with  the
participation of the Company's management,  including the CEO and CFO, regarding
the  effectiveness  of the  design and  operation  of the  Company's  disclosure
controls and procedures  within 90 days before the filing date of this quarterly
report. Based on that evaluation,  the Company's  management,  including the CEO
and CFO,  concluded that the Company's  disclosure  controls and procedures were
effective.  There have been no  significant  changes in the  Company's  internal
controls or in other factors that could  significantly  affect internal controls
subsequent to their evaluation.

PART II - OTHER INFORMATION

Item 1.Legal Proceedings.

None; not applicable.

Item 2.Changes in Securities.

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 and Reports on Form 8-K.

None; not applicable

(b)Reports on Form 8-K.

None; Not Applicable.



                                       10
<PAGE>
                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

     In  connection  with the  Quarterly  Report of 4TH Grade Films,  Inc.  (the
"Company")  on Form 10-QSB for the quarter  ended  September  30, 2007, as filed
with the Securities and Exchange  Commission on the date hereof (the  "Report"),
I, James Doolin,  Chief  Executive  Officer and Chief  Financial  Officer of the
Company,  certify, pursuant to 18 U.S.C. 1350, as adopted pursuant to 906 of the
Sarbanes-Oxley Act of 2002, that:

     (1) The Report fully  complies  with the  requirements  of section 13(a) or
     15(d) of the Securities Exchange Act of 1934; and
     (2)  The  information  contained  in the  Report  fairly  presents,  in all
     material respects,  the financial condition and result of operations of the
     Company.

Date: 11/13/07              /S/JAMES DOOLIN
                            James Doolin, Chief Executive Officer and
                            Chief Financial Officer

                                  CERTIFICATION

I, James Doolin, certify that:

     1. I have reviewed this quarterly report on Form 10-QSB of 4TH Grade Films,
Inc.;  2. Based on my  knowledge,  this  quarterly  report  does not contain any
untrue  statement of a material fact or omit to state a material fact  necessary
to make the  statements  made,  in light of the  circumstances  under which such
statements  were made, not misleading with respect to the period covered by this
quarterly report; 3. Based on my knowledge,  the financial  statements and other
financial  information  included in this quarterly  report fairly present in all
material respects the financial condition,  results of operations and cash flows
of the  registrant  as of, and for,  the  periods  presented  in this  quarterly
report; 4. The registrant's other certifying  officers and I are responsible for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the  registrant  and have: a) Designed
such  disclosure  controls and  procedures to ensure that  material  information
relating to the registrant,  including its  consolidated  subsidiaries,  is made
known to us by others within those entities,  particularly  during the period in
which this quarterly report is being prepared; b) Evaluated the effectiveness of
the registrant's  disclosure controls and procedures as of a date within 90 days
prior to the filing date of this quarterly report (the "Evaluation  Date");  and
c) Presented in this quarterly report our conclusions about the effectiveness of
the  disclosure  controls  and  procedures  based  on our  evaluation  as of the
Evaluation  Date;  5. The  registrant's  other  certifying  officers  and I have
disclosed, based on our most recent evaluation, to the registrant's auditors and
the  audit  committee  of  the  registrant's  board  of  directors  (or  persons
performing the equivalent  functions):  a) All  significant  deficiencies in the
design or  operation  of  internal  controls  which could  adversely  affect the
registrant's ability to record, process, summarize and report financial data and
have  identified  for the  registrant's  auditors  any  material  weaknesses  in
internal  controls;  and b) Any fraud,  whether or not  material,  that involves
management or other  employees who have a significant  role in the  registrant's
internal controls;  and 6. The registrant's other certifying officers and I have
indicated in this quarterly report whether or not there were significant changes
in  internal  controls  or in other  factors  that  could  significantly  affect
internal  controls  subsequent  to the  date  of  our  most  recent  evaluation,
including any  corrective  actions with regard to significant  deficiencies  and
material weaknesses.

Date: 11/13/07                  /S/JAMES DOOLIN
                                --------------------------------------------
                                James Doolin, Chief Executive Officer and
                                 Chief Financial Officer
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: 11/13/07                  /S/JAMES DOOLIN
                                --------------------------------------------
                                James Doolin, President and Director

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