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
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.
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
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
================== ==================
See accompanying notes to condensed financial statements
2
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
----------------- ----------------- ----------------- ----------------- -----------------
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
================= ================= ================= ================= =================
See accompanying notes to condensed financial statements
3
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
--------- --------- ---------
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
See accompanying notes to condensed financial statements
4
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
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
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
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
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
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
10