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 December 31, 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  X      No
         ----     ----                  ----         ----

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:

                                January 30, 2008

                                     745,000

                                       1
<PAGE>
PART I - FINANCIAL INFORMATION

Item 1.Financial Statements.

The Financial Statements of the Registrant required to be filed with this 10-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]
                             CONDENSED BALANCE SHEET
                              As of December 31, 2007
                                and June 30, 2007

                                                       12/31/07      6/30/07
                                                      -----------    --------
                                                      [Unaudited]    [Audited]
                                   ASSETS

Assets
<S>                                                 <C>           <C>
      Cash                                            $    1,223  $   32,343
                                                      -----------    --------
         Total Current Assets                         $    1,223  $   32,343

      Film Costs                                          77,448      57,719
                                                      -----------    --------
         Total Assets                                 $   78,671  $   90,062
                                                      ===========    ========

                   LIABILITIES AND STOCKHOLDERS' EQUITY

Liabilities

      Accounts Payable                                $    3,957  $       75
      Accrued Director Compensation                          750           0
      Income Taxes Payable                                     0         100
                                                       -----------    --------
         Total Current Liabilities                    $    4,707  $      175
                                                       -----------    --------

         Total Liabilities                            $    4,707  $      175
                                                      ===========    ========

Stockholders' Equity:

        Preferred stock - 5,000,000 shares
        authorized at $.01 par; 30,000 shares
        issued and outstanding (Series A
        Convertible)                                        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   (21,248)      (5,325)
                                                      -----------    --------
Total Stockholders' Equity                               73,964       89,887
                                                      -----------    --------
        Total Liabilities and Stockholders' Equity   $   78,671   $   90,062
                                                      ===========    ========
</TABLE>

                                       2
<PAGE>

<TABLE>
<CAPTION>


                              4TH GRADE FILMS, INC.
                          [A Development Stage Company]
                       CONDENSED STATEMENTS OF OPERATIONS
           For the Three Month and Six Months Ended December 31, 2007
           and For the Period from Inception through December 31, 2007

                                                                      For the
                                                                    Period from
                                         For the         For the     Inception
                                       Three Months     Six Months   [4/25/07]
                                          Ended           Ended       through
                                         12/31/07        12/31/07     12/31/07
                                        ---------       ---------    ---------


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

Operating Expenses
        Professional Expenses              6,110           13,215       18,338
        SG&A                                 941            2,708        2,810
                                         --------       ---------     ---------
Total Operating Expenses                   7,051           15,923       21,148

Net Income/(Loss)from Operations          (7,051)         (15,923)     (21,148)
                                         --------       ---------     ---------

Net Income/(Loss)before Taxes             (7,051)         (15,923)     (21,148)

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

Net Income/(Loss)                         (7,051)         (15,923)     (21,248)
                                         ========       ==========    =========

Basic and Diluted Earnings/(Loss)
per Common Share                         $  (.01)      $    (.03)    $   (.03)
                                         ========       ==========    =========

Weighted Average Shares Outstanding       745,000         745,000       736,096
                                         ========       ==========    =========
</TABLE>

                                       3
<PAGE>

<TABLE>
<CAPTION>
                              4TH GRADE FILMS, INC.
                          [A Development Stage Company]
                       CONDENSED STATEMENTS OF CASH FLOWS
           For the Three Month and Six Months Ended December 31, 2007
           and For the Period from Inception through December 31, 2007


                                                                           For the
                                                                         Period from
                                                             For the      Inception
                                                           Six Months     [4/25/07]
                                                              Ended        through
                                                             12/31/07       12/31/07
                                                            ---------    -----------
Cash Flows Provided by/(Used for)
Operating Activities
---------------------------------
<S>                                                       <c>            <C>
Net Loss                                                     (15,923)      (21,248)
Adjustments to reconcile net income/(loss) to net cash
provided by/(used by) operating activities:

    Increase/(Decrease) in Capitalized Film Costs            (19,729)      (77,448)
    Increase/(Decrease) in Accounts Payable                    3,882         3,957
    Increase/(Decrease) in Accrued Director Compensation         750           750
    Increase/(Decrease) in Income Taxes payable                 (100)            0
    Issued Common Stock in Exchange for Payment of Expenses        0         5,212
                                                           ---------   -----------
   Net Cash Used by Operating Activities                     (31,120)      (88,777)

Cash Flows Used 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              (31,120)        1,223

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

Ending Cash Balance                                            1,223         1,223
                                                           =========    ===========

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                                         $       0    $    5,212

</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. 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-SB/A2  for the  period  ended  June 30,  2007.  In the  opinion  of
          management these interim financial statements contain all adjustments,
          which consist of normal  recurring  adjustments,  necessary for a fair
          presentation of financial position.  The results of operations for the
          interim  period are not  necessarily  indicative  of the results to be
          expected for the full year.

NOTE 2- LIQUIDITY/GOING CONCERN

          The  Company  has  accumulated  losses  since  inception,  has minimal
          assets,  and has a net  operating  loss of $7,051 for the three months
          ended December 31, 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.

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 December  31, 2007,  the
          Company has accrued $750 in director compensation.

          As of December 31, 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.

Note 4 -  Film Costs

          Film costs consisted of the following as of December 31, 2007:

            Films:

            Released                       $        -
            Completed, not released                 -
            In production                      77,448
            In development, or Preproduction        -
                                           ----------
            Total                          $   77,448
                                           ==========

          As of December  31, 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.


                                       5
<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  selling  the
distribution  rights of the film,  however the Company can provide no assurances
that it will be able to generate any revenue from the film.  Operating  capital,
including  the  proceeds to finance the  Company's  first film  project has been
raised through the Company's shareholders.  If the Company does not successfully
generate profits from its initial film, there are no assurances that the Company
will be able to raise additional capital for operations and/or other independent
film projects.

     The  Company's  plans to market the film include  submitting  the film to a
variety of domestic and  international  independent  film festivals,  engaging a
producer's representative to market the film, and marketing the film directly to
independent film distribution companies.  Managment plans to continue to develop
ideas for future film projects,  but anticipates  that a majority of its efforts
will be spent on establishing distribution for its current film project.

     The  Company  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, 2007,  resulted in a net loss of
$7,051.  The Basic Loss per Share for the three month period ended  December 31,
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 $7,051 and no revenue for the period ended  December 31,
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  December 31, 2007.
The Company did not generate any revenue for the period ended December 31, 2007,
and therefore did not incur any expenses related to revenue.

                                       6
<PAGE>
     OPERATING RESULTS OPERATING EXPENSES

     Operating  expense for the three month period ended  December 31, 2007, was
$7,051.  Operating expenses included director  compensation,  professional fees,
and general administrative expenses.

     - The  Company's  officer and  director  are paid $1,000 per year for their
     services. Executive compensation 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 accrued director compensation payable
     in the amount of $750 for the three month period ended December 31, 2007.

     - The Company's  professional  fees include  accounting and legal fees. The
     accounting  expenses  incurred in the three month period ended December 31,
     2007 totaled $4,707. The Company estimates annual accounting expenses to be
     approximately  $10,000.  The Company's  legal expenses for the period ended
     December 31, 2007, was $1,403.  Managment's estimate for legal expenses for
     the fiscal year to be approximately $5,000.

     - The  Company  incurred  $225 in rent for the  three  month  period  ended
     December  31,  2007.  General  adminstrative  expenses  for the fiscal year
     ending 2008 are estimated at $1,000.

     OPERATING RESULTS INTEREST EXPENSES

     The  Company  did not incur  any  interest  expense  in the  quarter  ended
December 31, 2007 or the period from inception through December 31, 2007.

     LIQUIDITY

     As of December 31, 2007, the Company had no accounts receivable,  $4,707 in
accounts  payable and accrued  directors  compensation and no short or long term
debt. Furthermore the Company had no inventory as of December 31, 2007. However,
the Company has capitalized film development costs of $77,448.

     The  Company  has a  cash  balance  of  $1,223  as of  December  31,  2007.
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 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.  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.

                                       7
<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, 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.



                                       8
<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 December 31, 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: 1/30/08               /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: 1/30/08                   /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: 1/30/08                   /S/JAMES DOOLIN
                                --------------------------------------------
                                James Doolin, President and Director

                                       9