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 December 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:

                                February 5, 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 December 31, 2008
                                and June 30, 2008


                                                                12/31/2008              6/30/2008
                                                             ------------------     ------------------
                                                                [unaudited]             [audited]
              ASSETS


     Assets

         Current Assets
<S>                                                                   <C>                    <C>
            Cash                                                     $  10,666              $  40,389
                                                             ------------------     ------------------
         Total current assets                                           10,666                 40,389

            Film Costs                                                 100,149                100,149
                                                             ------------------     ------------------
     Total Assets                                                    $ 110,815              $ 140,538
                                                             ==================     ==================

              LIABILITIES AND STOCKHOLDERS' EQUITY

     Liabilities

         Current Liabilities

            Accounts Payable                                          $ 12,123               $  2,725
            Accrued Liabilities - related party                          1,125                    675
            Income Taxes Payable                                             -                    100
                                                             ------------------     ------------------
         Total Current Liabilities                                    $ 13,248                  3,500

         Long Term Liabilities

            Note Payable - Shareholder                                $  6,537               $ 25,948
                                                             ------------------     ------------------
         Total Long Term Liabilities                                  $  6,537                 25,948
                                                             ------------------     ------------------
     Total Liabilities                                                $ 19,785               $ 29,448

         Stockholders' Equity

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

            Common Stock - 50,000,000 shares
            authorized at $0.01 par; 2,345,000 and
            2,045,000 shares issued and outstanding, respectively       23,450                 20,450
            Paid-in Capital                                            123,762                126,462
            Deficit Accumulated during the development stage           (56,182)               (36,122)
                                                             ------------------     ------------------
         Total Stockholders' Equity                                     91,030                111,090
                                                             ------------------     ------------------
     Total Liabilities and Stockholders' Equity                       $110,815               $140,538
                                                             ==================     ==================


</TABLE>

                   See Notes to the Condensed Financial Statements

                                       2
<PAGE>

<TABLE>
<CAPTION>


                              4TH GRADE FILMS, INC.
                          [A Development Stage Company]
                       CONDENSED STATEMENTS OF OPERATIONS
   For the Three Month and Six Month Periods Ended December 31, 2008 and 2007
  and for the period from inception [April 25, 2007] through December 31, 2008

                                               For the           For the           For the            For the
                                            Three Months      Three Months        Six Months        Six Months      Since Inception
                                                Ended             Ended             Ended              Ended            through
                                             12/31/2008        12/31/2007         12/31/2008        12/31/2007        12/31/2008
                                           ----------------  ----------------  -----------------  ----------------  ----------------
<S>                                                <C>               <C>                <C>               <C>               <C>
Revenues                                           $     -           $     -            $     -           $     -           $     -

Operating Expenses
      Professional Expenses                         11,393             6,110             17,964            13,215            42,723
      SG&A                                             968               941              1,507             2,708            11,722
                                           ----------------  ----------------  -----------------  ----------------  ----------------
Total Operating Expenses                            12,361             7,051             19,471            15,923            54,445
                                           ----------------  ----------------  -----------------  ----------------  ----------------

Net Income/(Loss) from Operations                  (12,361)           (7,051)           (19,471)          (15,923)          (54,445)
                                           ----------------  ----------------  -----------------  ----------------  ----------------
Interest Income                                          -                 -                  -                 -                 -
Interest Expense                                      (161)                -               (589)                -            (1,537)
                                           ----------------  ----------------  -----------------  ----------------  ----------------
Net Loss Before Income Taxes                       (12,522)           (7,051)           (19,632)          (15,923)          (55,982)

Provision for Income Taxes                               -                 -               (428)                -               200
                                           ----------------  ----------------  -----------------  ----------------  ----------------
Net Loss                                           (12,522)           (7,051)           (20,060)          (15,923)          (56,182)
                                           ================  ================  =================  ================  ================

Loss Per Share                                     $ (0.01)          $ (0.01)           $ (0.01)          $ (0.03)          $ (0.04)
                                           ================  ================  =================  ================  ================

Weighted Average Shares Outstanding              2,345,000           745,000          2,245,543           745,000         1,249,968
                                           ================  ================  =================  ================  ================


</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 Six Month Periods Ended December 31, 2008 and 2007
  and for the period from inception [April 25, 2007] through December 31, 2008

                                                                     For the         For the
                                                                   Six Months      Six Months      Since Inception
                                                                      Ended           Ended            through
                                                                   12/31/2008      12/31/2007        12/31/2008
                                                                  --------------  --------------  ------------------
<S>                                                                     <C>             <C>                 <C>
Net Loss                                                                (20,060)        (15,923)            (56,182)

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

          Additions to Capitalized Film Costs                                 -         (19,729)           (100,149)
          Increase/(Decrease) in Accounts Payable                         9,398           3,882              12,123
          Increase/(Decrease) in Accrued Liabilities - related party        450               -               1,125
          increase/(Decrease) in Director Compensation                        -             750                   -
          Increase/(Decrease) in Income Taxes Payable                      (100)           (100)                  -
          Accrued Interest included in Notes Payable Balance                589               -               1,537
          Issued Common Stock in exchange for payment of expenses             -               -               5,212
                                                                  --------------  --------------  ------------------
      Net Cash Used for Operating Activities                             (9,723)        (31,120)           (136,334)

      Cash Provided by Financing Activities

          Proceeds/(Payments)from Loan from Shareholder                 (20,000)              -               5,000
          Issued Common Stock for Cash                                        -               -              52,000
          Issued Preferred Stock for Cash                                     -               -              90,000
                                                                  --------------  --------------  ------------------
      Net Cash Provided/(Used) by Financing Activities                  (20,000)              -             147,000
                                                                  --------------  --------------  ------------------

      Net Increase/(Decrease) in cash                                   (29,723)        (31,120)             10,666

Beginning Cash Balance                                                   40,389          32,343                   -
                                                                  --------------  --------------  ------------------
Ending Cash Balance                                                    $ 10,666         $ 1,223            $ 10,666
                                                                  ==============  ==============  ==================

Supplemental Schedule of Cash Flow Activities

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


                   See Notes to the Condensed Financial Statements

</TABLE>
                                       4
<PAGE>

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


NOTE 1- BASIS OF PRESENTATION

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

NOTE 2- LIQUIDITY/GOING CONCERN

          The  Company  has  accumulated  losses  since  inception,  has minimal
          assets, and has a net operating loss of ($12,361) for the three months
          ended December 31, 2008.  Because the Company has  accumulated  losses
          since inception,  has minimal liquid current assets,  and has no sales
          activity  there is  substantial  doubt about the Company's  ability to
          continue as a going concern.  Management  plans include  continuing to
          develop,  finance,  produce,  market and  distribute  films within the
          independent  film community.  The financial  statements do not include
          any   adjustments   that  might   result  from  the  outcome  of  this
          uncertainty.

NOTE 3- DIRECTOR COMPENSATION EXPENSES / RELATED PARTY TRANSACTIONS

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

          During the year ended  June 30,  2008,  James  Doolin,  the  Company's
          President and director,  loaned the Company an aggregate of $25,000 on
          an unsecured debenture. The Note accrues interest at 10% per annum and
          matures on December 31, 2010. On August 19, 2008,  the Company  repaid
          $20,000 of the outstanding note payable.  As of December 31, 2008, the
          outstanding  note  payable to the  shareholder  was $6,537,  including
          accrued interest. From inception through December 31, 2008 the Company
          accrued interest of $1,537 on the note.

          As of December 31, 2008,  approximately 77.9% of the Company's issued
          and  outstanding  common stock is controlled by one family giving them
          effective power to control the vote on  substantially  all significant
          matters without the approval of other stockholders.

          The Company rents office space from the Company's  President at a cost
          of $75 per month.  As of December  31,  2008,  the Company has accrued
          $1,125 in unpaid rental fees from this arrangement.

Note 4 -  Film Costs

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

            Films:

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

          As of December  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 5 - Conversion of Preferred Stock, Series A

          On or about May 15,  2007,  the  Company  offered a no  minimum  and a
          maximum of 30,000  shares of Preferred  Stock,  Series A, at $3.00 per
          share  pursuant  to Rule 506 of  Regulation  D of the  Securities  and
          Exchange  Commission.  The Company  completed the offering on or about
          June 1, 2007, selling all 30,000 shares of Preferred Stock,  Series A,
          for  gross  proceeds  of  $90,000.  On August  31,  2008,  the  30,000
          outstanding  shares of  Preferred  Stock,  Series A, were  mandatorily
          converted to the Company's Common Stock.  The Preferred Stock,  Series
          A, were converted on a 1 for 10 share basis for 300,000 common shares.
          As  of  December  31,  2008,  the  Company  had  no  Preferred   Stock
          outstanding and 2,345,000 Common shares issued and outstanding.

Note 6 -  Recent Accounting Pronouncements

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

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

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

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


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

     PLAN OF OPERATION

For the next 12 months, the Company will:

          (1) Execute on its  marketing  campaign for the  Company's  Film.  The
     marketing  campaign will include  submitting the Film to film festivals and
     developing  relationships with independent film  distributors.  The Company
     has  submitted  the Film into several  independent  film  festivals to seek
     exposure  within  the  independent  film  community.   Management  targeted
     approximately  thirty film festivals  throughout North America to enter the
     Film.  Management  believes that film  festivals  provide  broad  marketing
     exposure within the independent film community.  As of January 9, 2009, the
     Film  has  been  named  as  an   official   finalist  to  the  2009  Canada
     International  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 can provide no assurances that the
     Film will be  selected to be  showcased  at any other film  festivals,  but
     management  will utilize these festivals as an opportunity to gain exposure
     of the Film and seek to secure a relationships with distribution companies.
     Furthermore,  Management's  marketing  plan  includes  marketing  the  film
     directly to distribution entities. Currently, the Company does not have any
     distribution agreements established with independent film distributors, but
     will work to  develop  distribution  channels  throughout  the next  twelve
     months.  Management can make no assurances that the Company will be able to
     sell or distribute the Film.  Other than  submission fees to film festivals
     and  travel  expenses,  the  Company  does  not  anticipate  in  allocating
     substantial  monetary  resources to the marketing of the Film over the next
     twelve months.  The Company estimates the total marketing  expenses for the
     next twelve months,  including  submission fees and travel expenses for the
     Film, will not exceed $10,000. The Company's current cash resources will be
     sufficient to cover the planned marketing expenses.

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

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

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

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

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

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

     OPERATING RESULTS - OVERVIEW

     The three month period ended  December 31, 2008,  resulted in a net loss of
($12,522).  The Basic Loss per Share for the three month period  ended  December
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 ($12,522) and ($20,060) and no revenue for the three and
six month periods ended December 31, 2008,  respectively.  For the three and six
month periods ended December 31, 2007 the Company generated no revenue and a net
loss of (7,051) and  (15,923),  respectively.  The Company  does 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 and six month periods ended December 31,
2008 and 2007.  The  Company did not  generate  any revenue for the three or six
month periods ended  December 31, 2008 and 2007, and therefore did not incur any
expenses related to revenue.

                                       7
<PAGE>
     OPERATING RESULTS OPERATING EXPENSES

     Operating  expense for the three and six month periods  ended  December 31,
2008,  were  $12,361 and  $19,471,  respectively.  Operating  expenses  included
professional fees and general administrative expenses.

     - The Company's  professional fees include transfer agent fees,  accounting
     and legal fees. The net accounting and legal expenses incurred in the three
     month  period ended  December  31, 2008 totaled  $11,393 and $6,110 for the
     three month period  ended  December 31,  2007.  The net  professional  fees
     incurred for the six month periods ended December 31, 2008 totaled  $17,964
     and $13,215 for the same period ended December 31, 2007.  The  professional
     fees for the  three and six  month  period  ended  December  31,  2008 were
     significantly  higher due to expenses associated with the higher accounting
     fees and transfer agent fees. The Company incurred $2,975 in transfer agent
     fees in the most  recent  six month  period  due to the  removal of certain
     restrictions from some of the Company's issued common stock. For the fiscal
     year ending in 2009, the Company estimates annual accounting expenses to be
     approximately  $15,000.  Management's  estimate for legal  expenses for the
     fiscal year to be approximately $5,000 and $3,000 for transfer agent fees.

     - The  Company  incurred  $225 in rent for the three  month  periods  ended
     December  31,  2008 and  2007,  and $450 for the six  month  periods  ended
     December  31, 2008 and 2007.  General and  administrative  expenses for the
     quarter  ended  December  31, 2008 was $968 and $941 for the quarter  ended
     December 31, 2007.  General and  administrative  expenses for the six month
     period  ended  December  31,  2008 was  $1,507 and $2,708 for the six month
     period ended  December 31, 2007.  The general and  administrative  expenses
     were higher for the three and six month period ended  December 31, 2007 due
     to costs associated with the production of the Film.

     OPERATING RESULTS INTEREST EXPENSES

     The  Company  incurred  $161 in  interest  expense  for the  quarter  ended
December 31, 2008,  and $589 in interest  expense for the six month period ended
December  31,  2008.  The  Company  did not incur any  interest  expense for the
quarter or six month period ended  December 31, 2007.  The interest  expense for
the quarter and six month period ended  December 31, 2008,  was  attributed to a
loan from James Doolin,  the Company's  President and director.  During the year
ended June 30, 2008, James Doolin, the Company's President and director,  loaned
the Company an aggregate of $25,000 on an unsecured debenture.  The Note accrues
interest at 10% per annum and matures on December 31, 2010.  On August 19, 2008,
the Company repaid $20,000 of the outstanding  note payable.  As of December 31,
2008, the outstanding note payable to the shareholder was $6,537. From inception
through December 31, 2008 the Company accrued interest of $1,537 on the note.

     LIQUIDITY

     As of December 31, 2008, the Company had no accounts receivable, $13,248 in
accounts  payable and accrued  liabilities.  The Company had no  inventory as of
December 31, 2008, but has capitalized film development costs of $100,149.

     The  Company  has a cash  balance  of  $10,666  as of  December  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  approximately $5,000 in principal.  If the Company needs
funds in excess of $50,000,  it will be up to the Company's  management to raise
such monies.  These funds may be raised as either debt or equity, but management
does not have any plans or relationships currently in place to raise such funds.
The Company can provide no assurances  that if  additional  funds are needed the
Company will be able to obtain financing.

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

                                       8
<PAGE>
     CRITICAL ACCOUNTING POLICIES - ESTIMATES

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

     OFF-BALANCE SHEET ARRANGMENTS

     We do not have any off-balance sheet arrangements as of December 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:02/05/2009                 /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:02/05/2009                 /S/SHANE THUESON
                                --------------------------------------------
                                Shane Thueson, Vice President and Director



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