STWC. Holdings, Inc. - FORM 10-Q

Attached files

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EXCEL - IDEA: XBRL DOCUMENT - STWC. Holdings, Inc.	Financial_Report.xls
EX-32 - 4TH GRADE FILMS, INC. - 10Q 12-31-11 - EX 32 - STWC. Holdings, Inc.	fourthgrade10q123111ex32.htm
EX-31.2 - 4TH GRADE FILMS, INC. - 10Q 12-31-11 - EX 31 STHUESON - STWC. Holdings, Inc.	fourthgrade10q123111ex31st.htm
EX-31.1 - 4TH GRADE FILMS, INC. - 10Q 12-31-11 - EX 31 JDOOLIN - STWC. Holdings, Inc.	fourthgrade10q123111ex31jd.htm

U. S. Securities and Exchange Commission

Washington, D.C. 20549

______________

FORM 10-Q

______________

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

For the quarterly period ended December 31, 2011

[ ] TRANSITION REPORT PURSUANT TO 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.

(Exact name of the issuer as specified in its charter)

Utah		20-8980078
(State or Other Jurisdiction of		(I.R.S. Employer I.D. No.)
incorporation or organization)

1338 South Foothill Drive #163

Salt Lake City, UT 84108

(Address of Principal Executive Offices)

(801) 649-3519

(Issuer’s Telephone Number)

Check whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”) 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. Yes [X] No [ ]

Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files). 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. See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

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 ISSUER INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Indicate by check mark whether the Registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Exchange Act subsequent to the distribution of securities under a plan confirmed by a court. Yes [ ] No [ ]

Not applicable.

Indicate the number of shares outstanding of each of the Registrant’s classes of common equity, as of the latest practicable date.

The number of shares outstanding of each of the Registrant’s classes of common equity, as of the latest practicable date:


Class		Outstanding as of February 6, 2012
Common Capital Voting Stock, $0.01 par value per share		2,345,000 shares

FORWARD LOOKING STATEMENTS

This Quarterly Report on Form 10-Q, Financial Statements and Notes to Financial Statements contains forward-looking statements that discuss, among other things, future expectations and projections regarding future developments, operations and financial conditions. All forward-looking statements are based on management’s existing beliefs about present and future events outside of management’s control and on assumptions that may prove to be incorrect. If any underlying assumptions prove incorrect, our actual results may vary materially from those anticipated, estimated, projected or intended.

PART I - FINANCIAL STATEMENTS

Item 1. Financial Statements.

December 31, 2011

C O N T E N T S

Condensed Balance Sheets	3
Condensed Statements of Operations	4
Condensed Statements of Cash Flows	5
Notes to Condensed Financial Statements	6

4th Grade Films, Inc.

(A Development Stage Company)

Condensed Balance Sheets

December 31, 2011 and June 30, 2011

	12/31/2011			6/30/2011
	(Unaudited)			(Audited)
ASSETS
Assets
Current Assets
Cash	$	621		$	99
Accounts Receivable		282			1,019
Total current assets		903			1,118
Film Costs		12,412			12,412
Total Assets	$	13,315		$	13,530

LIABILITIES AND STOCKHOLDERS' DEFICIT
Liabilities
Current Liabilities
Accounts Payable	$	1,507		$	2,650
Accrued Liabilities - related party		18,351			17,474
Income Taxes Payable		100			100
Total Current Liabilities		19,958			20,224
Long Term Liabilities
Note Payable - Shareholder		61,110			45,889
Total Long Term Liabilities		61,110			45,889
Total Liabilities		81,068			66,113
Stockholders' Deficit
Preferred Stock - 5,000,000 shares		-			-
authorized at $0.01 par; 0 shares
issued and outstanding (Series A
Convertible)

Common Stock - 50,000,000 shares
authorized at $0.01 par; 2,345,000 and
2,345,000 shares issued and outstanding, respectively		23,450			23,450
Additional Paid-in Capital		123,762			123,762

Deficit Accumulated during the development stage		(214,965	)		(199,795	)
Total Stockholders' Deficit		(67,753	)		(52,583	)
Total Liabilities and Stockholders' Deficit	$	13,315		$	13,530

See accompanying notes to condensed financial statements.

4th Grade Films, Inc.

(A Development Stage Company)

Condensed Statements of Operations

For the Three and Six Months Ended December 31, 2011 and 2010, and

For the Period from Inception [April 25, 2007] through December 31, 2011

(Unaudited)

	For the			For the			For the			For the
	Three			Three			Six			Six			Since
	Months			Months			Months			Months			Inception
	Ended			Ended			Ended			Ended			through
	12/31/2011			12/31/2010			12/31/2011			12/31/2010			12/31/2011

Revenues	$	-			737		$	-			737		$	1,019
Cost of Revenues		-			737			-			737			1,019
Gross Profit		-			-			-			-			-

Operating Expenses
Professional Expenses		2,674			1,587			11,955			7,214			86,771
SG&A		433			445			665			2,308			31,172
Impairment of unamortized film -
development costs		-			-			-			-			86,717

Total Operating Expenses		3,107			2,032			12,620			9,522			204,660

Net Loss from Operations		(3,107	)		(2,032	)		(12,620	)		(9,522	)		(204,660	)

Interest Expense - Related Party		(1,352	)		(726	)		(2,550	)		(1,370	)		(9,805	)

Net Loss Before Income Taxes		(4,459	)		(2,758	)		(15,170	)		(10,892	)		(214,465	)

Provision for Income Taxes		-			-			-			-			500

Net Loss	$	(4,459	)	$	(2,758	)	$	(15,170	)	$	(10,892	)	$	(214,965	)


Loss Per Share - Basic and Diluted	$	(0.01	)	$	(0.01	)	$	(0.01	)	$	(0.01	)	$	(0.11	)


Basic and Diluted Weighted
Average Shares Outstanding		2,345,000			2,345,000			2,345,000			2,345,000			1,953,777

See accompanying notes to condensed financial statements.

4th Grade Films, Inc.

(A Development Stage Company)

Condensed Statements of Cash Flows

For the Six Months Ended December 31, 2011 and 2010, and

For the Period from Inception [April 25, 2007] through December 31, 2011

(Unaudited)

	For the			For the			Since
	Six Months			Six Months			Inception
	Ended			Ended			through
	12/31/2011			12/31/2010			12/31/2011

Cash Flows from Operating Activities
Net Loss	$	(15,170	)	$	(10,892	)	$	(214,965	)

Adjustments to reconcile net loss to net cash
Provided by/(Used in) by Operating Activities:
Impairment of capitalized film development costs		-			-			86,717
Additions to Capitalized Film Costs		-			-			(100,148	)
Amortization of Film Costs		-			737			1,019
(Increase)/Decrease in Accounts Receivable		737			(737	)		(282	)
(Increase)/Decrease in Prepaid Expenses		-			625			-
Increase/(Decrease) in Accounts Payable		(1,142	)		(1,222	)		1,507
Increase/(Decrease) in Accrued Liabilities - related party		877			450			18,351
Increase/(Decrease) in Income Taxes Payable		-			(100	)		100
Accrued Interest included in Notes Payable Balance		2,550			1,370			9,805
Issued Common Stock in Exchange for Payment of Expenses		-			-			5,212

Net Cash Used in Operating Activities		(12,148	)		(9,769	)		(192,684	)

Cash Flows from Financing Activities
Proceeds from Loan from Shareholder		12,670			9,036			71,305
Payments on Loan from Shareholder		-			-			(20,000	)
Issued Common Stock for Cash		-			-			52,000
Issued Preferred Stock for Cash		-			-			90,000

Net Cash from Financing Activities		12,670			9,036			193,305

Net Increase (Decrease) in cash		522			(733	)		621

Beginning Cash Balance		99			830			-

Ending Cash Balance	$	621		$	97		$	621

Supplemental Schedule of Cash Flow Activities

Cash paid for
Interest	$	-		$	-		$	-
Income taxes	$	-		$	-		$	400
Common Stock Issued in Exchange for Payment of Expenses	$	-		$	-		$	5,212

See accompanying notes to condensed financial statements.

4th Grade Films, Inc.

(A Development Stage Company)

Notes to Condensed Financial Statements

December 31, 2011

(Unaudited)

NOTE 1 BASIS OF PRESENTATION

The accompanying financial statements have been prepared without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. The interim financial statements reflect all adjustments, consisting of normal recurring adjustments which, in the opinion of management, are necessary to present a fair statement of the results for the period.

Certain information and footnote disclosures normally included in 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 included in the Company’s Annual Report on Form 10-K for the year ended June 30, 2011. The results of operations for the period ended December 31, 2011, are not necessarily indicative of the operating results for the full year.

NOTE 2 LIQUIDITY/GOING CONCERN

The Company has accumulated losses since inception, has minimal assets, and has a net loss of $4,459 for the three months ended December 31, 2011. 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 REVENUE RECOGNITION

The Company recognizes revenue from the distribution of its films when earned and reported to it by its distributor, Vanguard International Cinema. The Company recognizes revenues derived from its feature films net of reserves for returns, rebates and other incentives after the distributor has retained a distribution fee as a percentage of revenue.

Because a third party is the principal distributor of the Company’s films, the amount of revenue that is recognized from films in any given period is dependent on the timing, accuracy and sufficiency of the information received from the distributor. As is typical in the film industry, the distributor may make adjustments in future periods to information previously provided to the Company that could have a material impact on the Company’s operating results in later periods. Furthermore, management may, in its judgment, make material adjustments in future periods to the information reported by the distributor to ensure that revenues are accurately reflected in the Company’s financial statements. To date, the distributor has not made subsequent, nor has the Company made, material adjustments to information provided by the distributor and used in the preparation of the Company’s historical financial statements.

NOTE 4 DIRECTOR COMPENSATION EXPENSES / RELATED PARTY TRANSACTIONS

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

As of December 31, 2011, James Doolin, the Company's President and director, loaned the Company an aggregate of $44,742 on an unsecured line of credit. The total funding available to the Company under the line of credit is $50,000. The line accrues interest at 10% per annum and matures on December 31, 2014. As of December 31, 2011, the outstanding balance owed to the shareholder was $53,150 including accrued interest. For the three months ended December 31, 2011 the Company accrued interest of $1,156 on the line.

As of December 31, 2011, Michael Doolin, a shareholder of the Company, loaned the Company an aggregate of $6,563 on an unsecured line of credit. The total funding available to the Company under the line of credit is $50,000. The line accrues interest at 10% per annum and matures on December 31, 2014. As of December 31, 2011, the outstanding balance owed to the shareholder was $7,960, including accrued interest. For the three months ended December 31, 2011 the Company has accrued interest of $196 on the line.

As of December 31, 2011, 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. The Company has accrued $3,825 in unpaid rental fees from this arrangement.

NOTE 5 FILM COSTS

Film costs consisted of the following as of December 31, 2011:

	December 31, 2011		June 30, 2011

Opening Balance	$	12,412	$	24,825
Additions		-		-
	$	12,412	$	24,825
Amortization		-		(1,019	)
Impairment		-		(11,394	)
Ending Balance	$	12,412	$	12,412

Development/Preproduction	$	-	$	-
Production		-		-
Completed not released		-		-
Completed released		12,412		12,412
	$	12,412	$	12,412

The Company did not recognize amortization of the film costs during the quarter ended December 31, 2011 as no revenues were derived during this period. The Company is unable to estimate the expected amortization over the next twelve months as international distribution is currently being evaluated.

NOTE 6 RECENT ACCOUNTING PRONOUNCEMENTS

The Company has reviewed all recently issued, but not yet adopted, accounting standards in order to determine their effects, if any, on its results of operation, financial position or cash flows. Based on that review, the Company believes that none of these pronouncements will have a significant effect on its financial statements.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Forward-looking Statements

Statements made in this Quarterly Report which are not purely historical are forward-looking statements with respect to the goals, plan objectives, intentions, expectations, financial condition, results of operations, future performance and our business, including, without limitation, (i) our ability to raise capital, and (ii) statements preceded by, followed by or that include the words “may,” “would,” “could,” “should,” “expects,” “projects,” “anticipates,” “believes,” “estimates,” “plans,” “intends,” “targets” or similar expressions.

Forward-looking statements involve inherent risks and uncertainties, and important factors (many of which are beyond our control) that could cause actual results to differ materially from those set forth in the forward-looking statements, including the following, general economic or industry conditions, nationally and/or in the communities in which we may conduct business, changes in the interest rate environment, legislation or regulatory requirements, conditions of the securities markets, our ability to raise capital, changes in accounting principles, policies or guidelines, financial or political instability, acts of war or terrorism, other economic, competitive, governmental, regulatory and technical factors affecting our current or potential business and related matters.

Accordingly, results actually achieved may differ materially from expected results in these statements. Forward-looking statements speak only as of the date they are made. We do not undertake, and specifically disclaim, any obligation to update any forward-looking statements to reflect events or circumstances occurring after the date of such statements.

Plan of Operation

The Company’s plan of operations for the next 12 months is to continue with its current efforts in the independent film production arena. 4th Grade has been involved in the film production primarily focused on developing, financing, producing, marketing and distributing film content within the independent film market.

The Company will continue to seek opportunities developing, financing, producing, marketing and distributing additional media content. During the quarter ended December 31, 2011, the Company continued it’s pre-production of two film projects. Both projects are feature length films, and the screenplays have been developed in-house by Shane Thueson, the Company’s Vice President. The two screenplays are “Working Late” and “Devil Music” (working title). The Company’s Board of Directors have reviewed the scripts and believe that both scripts need continued revisions. To increase the screenplays potential as marketable film projects within the film industry the screenplays will be revised to improve dramatization, clarity, structure, characters, dialogue, and overall style. The Company believes that the revised screenplays will be completed by the end of the quarter ended March 31, 2012.

The Company plans to send the two screenplays to its contacts throughout the film community to procure interest in one or both of the projects. Over the past few years the Company’s management has developed a network and database of contacts within film studios, productions companies, literary agencies, and management companies, to whom it will concentrate its marketing efforts for these two screenplays. Management will also use Four Stories of St. Julian to help promote its future projects as a demonstration of the Company’s capabilities. The Company believes that using the completed screenplays and the completed film is the best resource at this time to obtain financing and ultimately to begin production of one or both of these future projects.

The Company does not currently have any projects in production or post-production, but has begun pre-production on two film projects. The Company’s management may advance the Company monies, not to exceed $100,000, to finance future projects or fund working capital requirements. The monies advanced from the Company’s management will be non-secured 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. The Company is also seeking financing from outside sources to fund future projects. These funds may be raised as either debt or equity, but management does not have any plans or relationships currently in place and can provide no assurance that it will be able to obtain such funds.

The Company has accumulated losses since inception and has not been able to generate profits from operations. As mentioned above, the Company signed a distribution agreement with Vanguard Cinema to distribute St. Julian through various media channels throughout the United States, Puerto Rico and Canada. Effective February 1, 2011 the Company signed a foreign distribution agreement to distribute St. Julian to all other worldwide markets. The Company received $0 in revenue for the quarter ended December 31, 2011. The Company can provide no assurance that revenue generated will be sufficient to fund future operating activities. Operating capital, including the proceeds to finance the Film has been raised through the Company’s shareholders and management.

The Company’s plan of operation for the next twelve months will continue to be managed and operated solely by the Company’s officers and directors. Other than the Company officers and directors the Company does not 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.

The Company’s common stock currently trades on the Over-the-Counter Bulletin Board (OTCBB) under the symbol FHGR.

Results of Operations

Three Months Ended December 31, 2011 compared to Three Months Ended December 31, 2010

Operating Results – Overview

The three month period ended December 31, 2011, resulted in a net loss of $4,459. The Basic Loss per Share for the three month period ended December 31, 2011 was ($0.01). Details of changes in revenues and expenses can be found below.

Operating Results – Revenue

In the quarter ended December 31, 2011 the Company generated $0 in revenue from the distribution agreement the Company has with its film St. Julian. The Company generated a net loss of $4,459 for the quarter ended December 31, 2011. For the quarter ended December 31, 2010 the Company generated $737 in revenue and a net loss of $2,758. The Company will not provide any forecasts of future earnings or profitability. The future success of the Company cannot be ascertained with any certainty. Through two different distribution agreements with Vanguard Cinema the Company has licensed the rights of St. Julian to be distributed through various media channels throughout the world. The Company has received nominal revenue from this distribution agreement, and can provide no assurance or forecast of revenue that will be generated from this agreement or any further productions in the future.

Operating Results – Cost of Goods Sold / Cost of Revenues

The Company did not generate any revenue during the quarter ended December 31, 2011, and therefore did not incur any cost of revenues. The Company incurred $737 in cost of revenue for the quarter ended December 31, 2010.

Operating Results – Operating Expenses

Operating expense for the three month period ended December 31, 2011, was $3,107 compared with $2,032 for the three month period ended December 31, 2010. Operating expenses included professional fees, and general administrative expenses.

The Company's professional fees include accounting, legal fees and EDGAR filing fees.

Accounting expenses incurred in the three month period ended December 31, 2011 totaled $1,500 and $1,572 for the period ended December 31, 2010.

The Company incurred $0 in legal fees in the quarter ended December 31, 2011 compared to $0 in legal fees in the quarter ended December 31, 2010. The Company incurred $1,094 in EDGAR filing fees in the quarter ended December 31, 2011 compared to $0 in the quarter ended December 31, 2010. The increase in EDGAR filing fees for the quarter ended December 31, 2011 can be attributed to the Company’s implementation of XBRL.

Operating Results – Interest Expenses

The Company incurred $1,352 in interest expense for the quarter ended December 31, 2011 and $726 in interest expense for the quarter ended December 31, 2010. The increase in interest expense for the quarter ended December 31, 2011, was attributed to an increase in the outstanding loan balance from James Doolin, the Company's President and director, and Michael Doolin, a shareholder of the Company.

Six Months Ended December 31, 2011 compared to Six Months Ended December 31, 2010

Operating Results – Overview

The Six month period ended December 31, 2011, resulted in a net loss of $15,170. The Basic Loss per Share for the Six month period ended December 31, 2011 was ($0.01). Details of changes in revenues and expenses can be found below.

Operating Results – Revenue

In the six months ended December 31, 2011 the Company generated $0 in revenue from the distribution agreement the Company has with its film St. Julian. The Company generated a net loss of $15,170 for the six months ended December 31, 2011. For the six months ended December 31, 2010 the Company generated $737 in revenue and a net loss of $10,892. The Company will not provide any forecasts of future earnings or profitability. The future success of the Company cannot be ascertained with any certainty. Through two different distribution agreements with Vanguard Cinema the Company has licensed the rights of St. Julian to be distributed through various media channels throughout the world. The Company has received nominal revenue from this distribution agreement, and can provide no assurance or forecast of revenue that will be generated from this agreement or any further productions in the future.

Operating Results – Cost of Goods Sold / Cost of Revenues

The Company did not generate any revenue during the six months ended December 31, 2011, and therefore did not incur any cost of revenues. The Company incurred $737 in cost of revenue for the six months ended December 31, 2010.

Operating Results – Operating Expenses

Operating expense for the six month period ended December 31, 2011, was $12,620 compared with $9,522 for the six month period ended December 31, 2010. Operating expenses included professional fees, and general administrative expenses.

The Company's professional fees include accounting, legal fees and EDGAR filing fees.

Accounting expenses incurred in the six month period ended December 31, 2011 totaled $9,385 and $6,787 for the period ended December 31, 2010. The increase in accounting fees can be attributed to increased oversight due to implementation of XBRL and higher rate charged by the accountant.

The Company incurred $427 in legal fees in the six months ended December 31, 2011 compared to $427 in legal fees in the six months ended December 31, 2010. The Company incurred $2,062 in EDGAR filing fees in the six months ended December 31, 2011 compared to $0 in the six months ended December 31, 2010. The increase in EDGAR filing fees for the six months ended December 31, 2011 can be attributed to the Company’s implementation of XBRL.

The Company estimates annual accounting expenses to be approximately $11,000. Management estimates legal expenses for the fiscal year to be approximately $2,500.

Operating Results – Interest Expenses

The Company incurred $2,550 in interest expense for the six months ended December 31, 2011 and $1,370 in interest expense for the six months ended December 31, 2010. The increase in interest expense for the six months ended December 31, 2011, was attributed to an increase in the outstanding loan balance from James Doolin, the Company's President and director, and Michael Doolin, a shareholder of the Company.

Liquidity and Capital Requirements

As of December 31, 2011, the Company had current assets of $903 and $19,958 in current liabilities. The Company had no inventory as of December 31, 2011, but has capitalized film development costs of $12,412.

The Company has a cash balance of $621 as of December 31, 2011. 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 $100,000, 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 the Company’s President, James Doolin, has loaned the Company approximately $44,742 in principal, and a shareholder, Michael Doolin, has loaned the Company $6,563 in principal. If the Company needs funds in excess of $100,000, 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.

Off-balance Sheet Arrangements

None; not applicable

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Not required.

Item 4. 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, 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 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 Quarterly 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

None; not applicable.

Item 1A. Risk Factors

Not required.

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; not applicable.

Item 6. Exhibits

(a) Exhibits

All Sarbanes-Oxley Certifications follow the signature line at the end of this Quarterly Report.

(b) Reports on Form 8-K

None.

SIGNATURES

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

4TH GRADE FILMS, INC.

(Issuer)

Date:	February 6, 2012		By:	/s/James Doolin
				James Doolin, Principal Financial Officer / President & Director

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Quarterly 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:	February 6, 2012		By:	/s/Shane Thueson
				Shane Thueson, Principal Executive Officer, Vice President & Director

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