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


                                   FORM 10-Q


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

        For the quarterly period ended March 31, 2009

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

         For the transition period from                to
                                        --------------    ------------------


                               Commission File No.
                                    000-52825

                              4TH GRADE FILMS, INC.
                           ------------------------
       (Name of Small Business Issuer as specified in its charter)

        UTAH                                        20-8980078
        ----                                        -----------
(State or other jurisdiction of                  (Employer I.D. No.)
       organization)

                         1338 SOUTH FOOTHILL DRIVE, #163
                            SALT LAKE CITY, UT 84108
                                -----------------
                     (Address of Principal Executive Office)

         Issuer's Telephone Number, including Area Code: (801) 649-3519

          (Former Name or Former Address, if changed since last Report)

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by  Sections  13 or 15(d)  of the  Securities  Exchange  Act of 1934
during the preceding 12 months (or for such shorter  period that the  Registrant
was  required  to file such  reports),  and (2) has been  subject to such filing
requirements for the past 90 days.

(1)  Yes  X    No              (2)  Yes  X      No
         ----     ----                  ----         ----

Indicate by check mark whether the registrant is a large  accelerated  filer, an
accelerated filer, a non-accelerated  filer, or a smaller reporting company. (as
defined in Rule 12b-2 of the Exchange Act).

        Large accelerated filer [_]             Accelerated filer         [_]
        Non-accelerated filer   [_]             Smaller reporting company [X]

Indicate by check mark whether the  registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes |_| No |X|

APPLICABLE  ONLY TO  ISSUERS  INVOLVED  IN  BANKRUPTCY  PROCEEDINGS  DURING  THE
PRECEDING FIVE YEARS

     None, Not Applicable;

Indicate  by check mark  whether  the  registrant  has filed all  documents  and
reports  required  to be filed by  Sections  12,  13 or 15(d) of the  Securities
Exchange Act of 1934 subsequent to the  distribution of securities  under a plan
confirmed by court. Yes |_| No |X|

APPLICABLE ONLY TO CORPORATE ISSUERS:  Indicate the number of shares outstanding
of  each  of  the  Registrant's  classes  of  common  stock,  as of  the  latest
practicable date:

                                  May 13, 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]
                            CONDENSED BALANCE SHEETS
                              As of March 31, 2009
                                and June 30, 2008


                                                          3/31/2009             6/30/2008
                                                      ------------------    ------------------
                                                         [unaudited]            [audited]

        ASSETS

Assets

     Current Assets
<S>                                                           <C>                   <C>
         Cash                                                 $   2,641             $  40,389
                                                      ------------------    ------------------
     Total current assets                                         2,641                40,389

         Film Costs                                             100,149               100,149
                                                      ------------------    ------------------
Total Assets                                                  $ 102,790             $ 140,538
                                                      ==================    ==================

        LIABILITIES AND STOCKHOLDERS' EQUITY

Liabilities

     Current Liabilities

         Accounts Payable                                      $ 10,542               $ 2,725
         Accrued Liabilities - related party                      1,350                   675
         Income Taxes Payable                                         -                   100
                                                      ------------------    ------------------
     Total Current Liabilities                                 $ 11,892                 3,500

     Long Term Liabilities

         Note Payable - Shareholder                               6,698                25,948
                                                      ------------------    ------------------
     Total Long Term Liabilities                                  6,698                25,948
                                                      ------------------    ------------------
Total Liabilities                                                18,590                29,448

     Stockholders' Equity

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

         Common Stock - 50,000,000 shares
         authorized at $0.01 par; 2,345,000 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       (63,012)              (36,122)
                                                      ------------------    ------------------
     Total Stockholders' Equity                                  84,200               111,090
                                                      ------------------    ------------------

Total Liabilities and Stockholders' Equity                  $   102,790             $ 140,538
                                                      ==================    ==================
</TABLE>

            See accompanying notes to condensed financial statements

                                    2
<PAGE>

<TABLE>
<CAPTION>


                              4TH GRADE FILMS, INC.
                          [A Development Stage Company]
                       CONDENSED STATEMENTS OF OPERATIONS
           For the Three and Nine Months Ended March 31, 2009 and 2008
           and For the Period from Inception through March 31, 2009

                                         For the            For the           For the           For the
                                       Three Months       Three Months      Nine Months       Nine Months     Since Inception
                                          Ended              Ended             Ended             Ended            through
                                        3/31/2009          3/31/2008         3/31/2009         3/31/2008         3/31/2009
                                     -----------------  ----------------- ----------------- ----------------- -----------------
<S>                                          <C>                <C>                <C>               <C>               <C>
Revenues                                     $      -           $      -           $     -           $     -           $     -

Operating Expenses
       Professional Expenses                    5,561              3,094            23,525            16,309            48,284
       SG&A                                     1,108              1,523             2,615             4,231            12,830
                                     -----------------  ----------------- ----------------- ----------------- -----------------
Total Operating Expenses                        6,669              4,617            26,140            20,540            61,114
                                     -----------------  ----------------- ----------------- ----------------- -----------------

Net Income/(Loss) from Operations              (6,669)            (4,617)          (26,140)          (20,540)          (61,114)
                                     -----------------  ----------------- ----------------- ----------------- -----------------
                                                                                                           -
Interest Income                                     -                  -                 -                 -                 -
Interest Expense                                 (161)              (501)             (750)             (501)           (1,698)
                                     -----------------  ----------------- ----------------- ----------------- -----------------
Net Loss Before Income Taxes                   (6,830)            (5,118)          (26,890)          (21,041)          (62,812)

Provision for Income Taxes                          -                  -                 -                 -               200
                                     -----------------  ----------------- ----------------- ----------------- -----------------
Net Loss                                     $ (6,830)          $ (5,118)         $(26,890)         $(21,041)         $(63,012)
                                     =================  ================= ================= ================= =================

Loss Per Share                               $  (0.01)          $  (0.01)         $  (0.01)         $  (0.03)         $  (0.05)
                                     =================  ================= ================= ================= =================

Weighted Average Shares Outstanding         2,345,000            745,000         2,278,212           745,000         1,389,364
                                     =================  ================= ================= ================= =================

</TABLE>
            See accompanying notes to condensed financial statements

                                       3
<PAGE>

<TABLE>
<CAPTION>
                              4TH GRADE FILMS, INC.
                          [A Development Stage Company]
                       CONDENSED STATEMENTS OF CASH FLOWS
                For the Nine Months Ended March 31, 2009 and 2008
           and For the Period from Inception through March 31, 2009


                                                             For the     For the      Since
                                                           Nine Months Nine Months  Inception
                                                              Ended       Ended      through
                                                            3/31/2009   3/31/2008   3/31/2009
                                                            ---------   ---------   ---------
<S>                                                         <C>         <C>         <C>
Net Loss                                                    $ (26,890)  $ (21,041)  $ (63,012)

   Adjustments to reconcile net loss to net cash
   Provided/(Used) by Operating Activities:
    Issued Common Stock in Exchange for Payment of Expenses        -           -       5,212

   Changes in operating assets and liabilities:
    Increase/(Decrease) in Capitalized Film Costs                  -     (38,479)   (100,149)
    Increase/(Decrease) in Accounts Payable                    7,817       7,200      10,542
    Increase/(Decrease) in Accrued Liabilities - related party   675         502       1,350
    increase/(Decrease) in Director Compensation                   -       1,500           -
    Increase/(Decrease) in Income Taxes Payable                 (100)       (100)          -
    Accrued Interest included in Notes Payable Balance           750           -       1,698
                                                            ---------   ---------   ---------

   Net Cash Used for Operating Activities                    (17,748)    (50,418)   (144,359)

   Cash from Financing Activities

    Proceeds/(payments) on Loan from Shareholder             (20,000)     20,000       5,000
    Issued Common Stock for Cash                                   -           -      52,000
    Issued Preferred Stock for Cash                                            -      90,000
                                                            ---------   ---------   ---------

   Net Cash from Financing Activities                        (20,000)     20,000     147,000
                                                            ---------   ---------   ---------

   Net Increase/(Decrease) in cash                           (37,748)    (30,418)      2,641

Beginning Cash Balance                                        40,389      32,343           -
                                                            ---------   ---------   ---------

Ending Cash Balance                                          $ 2,641     $ 1,925     $ 2,641
                                                            =========   =========   =========

Supplemental Schedule of Cash Flow Activities

   Cash paid for
    Interest                                                 $     -     $     -     $   200
    Income taxes                                             $   100     $     -     $   100
    Common Stock Issued in Exchange for Payment of Expenses  $     -     $     -     $ 5,212


</TABLE>
            See accompanying notes to condensed financial statements

                                       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 Annual Report and notes thereto contained
          in the Company's  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
          current  assets,  and has a net operating loss of $6,830 for the three
          months  ended March 31,  2009.  Because  the  Company has  accumulated
          losses since  inception,  has minimal liquid current  assets,  and has
          limited sales activity there is substantial  doubt about the Company's
          ability to  continue  as a going  concern.  Management  plans  include
          continuing to develop,  finance,  produce, market and distribute films
          within the independent film community. The financial statements do not
          include  any  adjustments  that might  result from the outcome of this
          uncertainty.

NOTE 3- DIRECTOR COMPENSATION EXPENSES / RELATED PARTY TRANSACTIONS

          Effective April 1, 2008, the directors  resolved to suspend payment of
          $1,000  per  year  to each  member  of the  board  of  directors.  The
          Compensation was paid semi-annually,  with the first $500 payment made
          on October 1, 2007 and  subsequent  $500 payment 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 March 31, 2009,  the
          outstanding  note  payable to the  shareholder  was $6,698,  including
          accrued  interest.  From inception  through March 31, 2009 the Company
          accrued interest of $1,698 on the note.

          As of March 31, 2009,  approximately 77.9% of the Company's issued and
          outstanding  common  stock is  controlled  by one family  giving  them
          effective power to control the vote on  substantially  all significant
          matters without the approval of other stockholders.

          The Company rents office space from the Company's  President at a cost
          of $75 per month. As of March 31, 2009, the Company has accrued $1,350
          in unpaid rental fees from this arrangement.


Note 4 -  Film Costs

          Film costs consisted of the following as of March 31, 2009:

            Films:

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

          As of March 31, 2009, 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.  The Company elected not to measure any additional assets
          or  liabilities at fair value at the time SFAS 159 was adopted on July
          1, 2008. As a result,  implementation of SFAS 159 had no impact on the
          Company's condensed finacial 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 March 31, 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  securerelationships
     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 not be sufficient to
     cover the planned marketing expenses. The Company's management will advance
     the Company monies not to exceed $50,000, as loans to the Company, to cover
     the Company's operations and 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 about the Company's ability to continue as a going concern.

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

     OPERATING RESULTS - OVERVIEW

     The three  month  period  ended March 31,  2009,  resulted in a net loss of
$6,830. The Basic Loss per Share for the three month period ended March 31, 2009
was ($0.01). Details of changes in revenues and expenses can be found below.

                                       7
<PAGE>
     OPERATING RESULTS REVENUES

     The  Company  has not  generated  a profit  since  inception.  The  Company
generated  a net loss of $6,830 and  $26,890  and no revenue  for three and nine
month periods ended March 31, 2009, respectively.  For the three and nine months
periods ended March 31, 2008 the Company  generated no revenue and accumulated a
net loss of $5,118 and $21,041, respectively.

     The Company does not provide forecasts of future earnings or profitability.
The future  success of the Company  cannot be  ascertained  with any  certainty,
therefore no forecasts 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 nine month  periods  ended March 31,
2009 and 2008.  The Company did not generate  any revenue for the periods  ended
March 31, 2009 and 2008,  and  therefore  did not incur any expenses  related to
revenue.

     OPERATING RESULTS OPERATING EXPENSES

     Operating  expense for the three month  period  ended March 31,  2009,  was
$6,669.  Operating expenses included director  compensation,  professional fees,
and general and 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 March 31, 2009 totaled  $5,561 and $3,094 for the three
     month period ended March 31, 2008. The net  professional  fees incurred for
     the nine month periods ended March 31, 2009 totaled $23,525 and $16,309 for
     the same period ended March 31, 2008. The  professional  fees for the three
     and nine month periods ended March 31, 2009 were  significantly  higher due
     to expenses  associated  with the increased  legal fees and transfer  agent
     fees.  The  Company  incurred  $7,797 in legal fees in the most recent nine
     month period due to various legal opinions  rendered by the Company's legal
     counsel.  For the fiscal year ending in 2009, the Company  estimates annual
     accounting expenses to be approximately $8,000.  Management's estimate for
     legal  expenses for the fiscal year to be  approximately  $7,000 and $3,000
     for transfer agent fees.

     - The Company incurred $225 in rent for the three month periods ended March
     31, 2009 and 2008, and $675 for the nine month periods ended March 31, 2009
     and 2008. General and  administrative  expenses for the quarter ended March
     31,  2009 were  $1,108 and $1,523 for the  quarter  ended  March 31,  2008.
     General and  administrative  expenses for the nine month period ended March
     31,  2009 was $2,615 and $4,231 for the nine month  period  ended March 31,
     2008. The general and administrative expenses were higher for the three and
     nine month  period ended March 31, 2008 due to higher  overall  operational
     expenses.

     OPERATING RESULTS INTEREST EXPENSES

     The Company  incurred $161 in interest  expense for the quarter ended March
31, 2009, and $750 in interest expense for the nine month period ended March 31,
2009. The Company incurred $501 in interest expense for the three and nine month
periods ended March 31, 2008. The interest  expense for the three and nine month
periods  ended  March 31,  2009 and 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 March 31,  2009,  the
outstanding note payable to the shareholder was $6,698.  From inception  through
March 31, 2009 the Company accrued interest of $1,698 on the note.

     LIQUIDITY

     As of March 31, 2009,  the Company had no accounts  receivable,  $11,892 in
accounts  payable and accrued  liabilities.  The Company had no  inventory as of
March 31, 2009, but has capitalized film development costs of $100,149.

     The Company has a cash balance of $2,641 as of March 31,  2009.  Management
does not  anticipate  that the  Company's  existing  cash balance will cover the
Company's general expenses of operation for the next twelve months. However, the
Company's  management  will continue to advance the Company monies not to exceed
$50,000, as loans to the Company. The loan will be on terms no less favorable to
the Company than would be available from a commercial  lender in an arm's length
transaction.  Currently  a member of the  Company's  management  has  loaned the
Company approximately $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 March 31, 2009.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

     This item is not applicable to smaller reporting companies.

Item 4(T). Controls and Procedures

     Evaluation of Disclosure Controls and Procedures

     Disclosure  controls and procedures (as defined in Rule 13a-15(e) under the
Exchange Act) are designed to ensure that  information  required to be disclosed
in reports  filed or submitted  under the  Exchange Act is recorded,  processed,
summarized,  and reported  within the time periods  specified in rules and forms
adopted  by the  Securities  and  Exchange  Commission  ("SEC"),  and that  such
information  is  accumulated  and  communicated  to  management,  including  the
President  and Vice  President,  to allow timely  decisions  regarding  required
disclosures.

     Under  the  supervision  and  with  the  participation  of our  management,
including our President and Vice President,  we evaluated the  effectiveness  of
the design and operation of our  disclosure  controls and procedures (as defined
in Rule  13a-15(e)  under the  Securities  Exchange  Act of 1934 (the  "Exchange
Act")).  Based upon that evaluation,  our President and Vice President concluded
that,  as of the end of the  period  covered  by  this  report,  our  disclosure
controls and procedures were effective.

     Changes in Internal Control Over Financial Reporting

     During the most recent  fiscal  quarter  covered by this report,  there has
been no change in our internal  control over financial  reporting (as defined in
Rule  13a-15(f)  under the Exchange  Act) that has  materially  affected,  or is
reasonably  likely to materially  affect,  our internal  control over  financial
reporting.

                          PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

        This item is not applicable to smaller reporting companies.

Item 1A. Risk Factors

        None; not applicable.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

        None; not applicable

Item 3. Defaults Upon Senior  Securities.

        None; not applicable.

Item 4. Submission of Matters to a Vote of Security Holders.

        None; not applicable

Item 5. Other Information.

        None; applicable

Item 6. Exhibits.

        (a) Exhibits

        31.1 302 Certification of James Doolin

        31.2 302 Certification of Shane Thueson

        32 906 Certification

        (b)Reports on Form 8-K.

        None; Not Applicable.

                                       9
<PAGE>
                                   SIGNATURES

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
Registrant  has duly  caused  this  Report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.

                                4TH Grade Films, Inc.

Date: 05/13/09                  /S/JAMES DOOLIN
                                --------------------------------------------
                                James Doolin, Principal Financial Officer,
                                              President and Director

     Pursuant to the  requirements  of the  Securities  Exchange Act of 1934, as
amended,  this  Report has also been  signed  below by the  following  person on
behalf of the Registrant and in the capacities and on the dates indicated.

Date: 05/13/09                  /S/SHANE THUESON
                                --------------------------------------------
                                Shane Thueson, Principal Executive Officer,
                                               Vice President and Director



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