STWC. Holdings, Inc. - Quarter Report: 2013 December (Form 10-Q)

fourthgrade10q123113.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, 2013

[ ] 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 [ ] (The Registrant does not have a corporate Web site.)

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 January 24, 2014
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, 2013

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, 2013 and June 30, 2013

(Unaudited)

	12/31/2013			6/30/2013

ASSETS
Assets
Current Assets
Cash	$	685		$	1,091
Total current assets		685			1,091

Total Assets	$	685		$	1,091

LIABILITIES AND STOCKHOLDERS' DEFICIT
Liabilities
Current Liabilities
Accrued Liabilities - related party	$	26,236		$	22,701
Unearned Revenue		1,500			-
Income Taxes Payable		-			100
Total Current Liabilities		27,736			22,801
Long Term Liabilities
Note Payable - Shareholder		102,279			89,118
Total Long Term Liabilities		102,279			89,118
Total Liabilities		130,015			111,919
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		23,450			23,450
Additional Paid-in Capital		123,762			123,762

Deficit Accumulated during the development stage		(276,542	)		(258,040	)
Total Stockholders' Deficit		(129,330	)		(110,828	)
Total Liabilities and Stockholders' Deficit	$	685		$	1,091

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, 2013 and 2012, and

For the Period from Inception [April 25, 2007] through December 31, 2013

(Unaudited)

	For the			For the			For the			For the
	Three Months			Three Months			Six Months			Six Months			Since Inception
	Ended			Ended			Ended			Ended			through
	12/31/2013			12/31/2012			12/31/2013			12/31/2012			12/31/2013

Revenues	$	-		$	-		$	141			-		$	1,372
Revenues - Related Party		-			-			-			-			2,000
Total Revenues		-			-			141			-			3,372
Cost of Revenues		-			-			-			-			1,231
Gross Profit		-			-			141			-			2,141

Operating Expenses
Professional Expenses		2,775			2,428			13,315			11,453			120,313
SG&A		416			251			641			486			33,225
Impairment of film -
development costs		-			-			-			-			98,917

Total Operating Expenses		3,191			2,679			13,956			11,939			252,455

Net Loss from Operations		(3,191	)		(2,679	)		(13,815	)		(11,939	)		(250,314	)

Interest Expense - Related Party		(2,436	)		(1,952	)		(4,687	)		(3,686	)		(25,528	)

Net Loss Before Income Taxes		(5,627	)		(4,631	)		(18,502	)		(15,625	)		(275,842	)

Provision for Income Taxes		-			-			-			-			(700	)

Net Loss	$	(5,627	)	$	(4,631	)	$	(18,502	)	$	(15,625	)	$	(276,542	)


Loss Per Share - Basic and Diluted	$	(0.01	)	$	(0.01	)	$	(0.01	)	$	(0.01	)	$	(0.13	)

Basic and Diluted Weighted
Average Shares Outstanding		2,345,000			2,345,000			2,345,000			2,345,000			2,070,984

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, 2013 and 2012, and

For the Period from Inception [April 25, 2007] through December 31, 2013

(Unaudited)

	For the			For the
	Six Months			Six Months			Since Inception
	Ended			Ended			through
	12/31/2013			12/31/2012			12/31/2013

Cash Flows from Operating Activities
Net Loss	$	(18,502	)	$	(15,625	)	$	(276,542	)

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

Issued Common Stock in Exchange for Payment of Expenses		-			-			5,212
Impairment of Capitalized Film Development Costs		-			-			98,917
Additions to Capitalized Film Costs		-			-			(100,149	)
Amortization of Film Costs		-			-			1,231
(Increase)/Decrease in Accounts Receivable		-			9			-
Increase/(Decrease) in Accounts Payable		-			1,678			-
Increase/(Decrease) in Unearned Revenue		1,500			-			1,500
Increase/(Decrease) in Accrued Liabilities- related party		3,535			1,950			26,236
Increase/(Decrease) in Income Taxes Payable		(100	)		(100	)		-
Accrued Interest included in Notes Payable Balance		4,687			3,686			25,528

Net Cash Used in Operating Activities		(8,880	)		(8,402	)		(218,067	)

Cash Flows from Financing Activities

Proceeds from Loan from Shareholder		8,474			8,405			96,752
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		8,474			8,405			218,752

Net Increase (Decrease) in cash		(406	)		3			685

Beginning Cash Balance		1,091			3			-

Ending Cash Balance	$	685		$	6		$	685

Supplemental Schedule of Cash Flow Activities

Cash paid for
Interest	$	-		$	-		$	-
Income taxes	$	-		$	-		$	700
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, 2013

(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, 2013. The results of operations for the period ended December 31, 2013, 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 $5,627 for the three months ended December 31, 2013. 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 and provide filming related services. 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.

For production services, the Company recognizes revenue when services have been rendered and accepted by the customer, price is fixed or determinable, evidence of an arrangement exists, and collection is reasonably assured. As of December 31, 2013, the Company had unearned revenues of $1,500.

NOTE 4 DIRECTOR COMPENSATION EXPENSES / RELATED PARTY TRANSACTIONS

As of December 31, 2013, James Doolin, a shareholder of the Company and a former officer and director, loaned the Company an aggregate of $53,532 on an unsecured line of credit. The total funding available to the Company under the line of credit is $100,000. The line accrues interest at 10% per annum and matures on December 31, 2016. As of December 31, 2013, the outstanding balance owed to the shareholder was $74,691 including accrued interest. For the three months ended December 31, 2013 the Company accrued interest of $1,839 on the line.

As of December 31, 2013, Michael Doolin, a shareholder of the Company, loaned the Company an aggregate of $23,221 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, 2016. As of December 31, 2013, the outstanding balance owed to the shareholder was $27,588, including accrued interest. For the three months ended December 31, 2013 the Company has accrued interest of $597 on the line.

As of December 31, 2013, 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 a shareholder of the Company at a cost of $75 per month. The Company also pays James Doolin a fee of $500 per Form 10-Q and $1,000 per Form 10-K to prepare the Company’s EDGAR filings. As of December 31, 2013, the Company has accrued $10,125 related to these arrangements.

As of December 31, 2013, the Company had an accrued liability owed to a shareholder of $16,111 for legal services provided in prior periods. No services were provided for the quarter ending December 31, 2013.

NOTE 5 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. The Company has also entered the Corporate Promotional Video Market. 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. Over the past twelve months, the Company has developed several screenplays. The screenplays are “Working Late”, “Beaver Parade” and “Devil Music” (working title). The Company has been marketing the screenplays within the independent film community to try to generate interest in one or more of these 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 has concentrated its marketing efforts for the screenplays.

The Company recently began discussions with independent film producers to provide screenplay writing services (“Pre-Production Services”) to producers. During the quarter ended December 31, 2013 the Company executed a Pre-Production Services Agreement whereby the Company will develop and draft a screenplay for a producer.

Along with marketing screenplays and providing Pre-Production Services the Company began a new line of business within the video production arena. The new line of business is involved in producing corporate and promotional videos. For the year ending June 30, 2013, the Company completed a promotional video project for a corporate customer. The Company hopes to grow this line of its business. The Company anticipates that it will produce more corporate and promotional videos for clients over the next twelve months.

The Company’s management may advance the Company monies, not to exceed $150,000, to finance the existing and 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. 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 can provide no assurance that revenue generated from these distribution agreements will be sufficient to fund future operating activities.

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, 2013 Compared to Three Months Ended December 31, 2012

Overview

The three months ended December 31, 2013 resulted in a net loss of $5,627. The three months ended December 31, 2012, resulted in a net loss of $4,631.

The basic loss per share for the three months ended December 31, 2013, was $0.01 and a loss per share of $0.01 for the three months ended December 31, 2012. Details of changes in revenues and expenses can be found below.

Revenues

The Company generated no revenue from the Film for the three month periods ended December 31, 2013 and December 31, 2012.

Operating Expenses

Operating expense for the three months ended December 31, 2013, increased to $3,191 compared to $2,679 for the three months ended December 31, 2012. The increase can be attributed to higher SG&A and professional expenses.

Interest Expenses

Interest expense for the three months ended December 31, 2013, was $2,436, compared to $1,952 for the three months ended December 31, 2012. The outstanding Notes Payable balances were higher for the three months ended December 31, 2013; therefore, the Company incurred greater interest expenses compared to the three month period ended December 31, 2012.

Six Months Ended December 31, 2013 Compared to Six Months Ended December 31, 2012

Overview

The six months ended December 31, 2013 resulted in a net loss of $18,502. The six months ended December 31, 2012, resulted in a net loss of $15,625.

The basic loss per share for the six months ended December 31, 2013, was $0.01 and a loss per share of $0.01 for the six months ended December 31, 2012. Details of changes in revenues and expenses can be found below.

Revenues

The Company generated $141 in revenue in the six month period ended December 31, 2013 and no revenue for the same period ended in 2012.

Operating Expenses

Operating expense for the six months ended December 31, 2013, increased to $13,956 compared to $11,939 for the six months ended December 31, 2012. The increase can be attributed to higher SG&A and professional expenses.

Interest Expenses

Interest expense for the six months ended December 31, 2013, was $4,687, compared to $3,686 for the six months ended December 31, 2012. The outstanding Notes Payable balances were higher for the six months ended December 31, 2013; therefore, the Company incurred greater interest expenses compared to the six month period ended December 31, 2012.

Liquidity and Capital Requirements

As of December 31, 2013, the Company had current assets of $685 and $27,736 in current liabilities.

The Company has a cash balance of $685 as of December 31, 2013. 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 $150,000, 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 two shareholders, James Doolin and Michael Doolin, have loaned the Company money. James Doolin has loaned the Company approximately $53,532 in principal. Michael Doolin has loaned the Company $23,221 in principal. If the Company needs funds in excess of $150,000, 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.

Exhibit No.	Identification of Exhibit
31.1	Certification of Shane Thueson Pursuant to Section 302 of the Sarbanes-Oxley Act.*
31.2	Certification of Nicholl Doolin Pursuant to Section 302 of the Sarbanes-Oxley Act.*
32	Certification of Shane Thueson and Nicholl Doolin Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act.*
101.INS	XBRL Instance Document**
101.SCH	XBRL Taxonomy Extension Schema**
101.CAL	XBRL Taxonomy Extension Calculation Linkbase**
101.DEF	XBRL Taxonomy Extension Definition Linkbase**
101.LAB	XBRL Taxonomy Extension Label Linkbase**
101.PRE	XBRL Taxonomy Extension Presentation Linkbase**

* Filed herewith.

** Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed “furnished” and not “filed” or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, or deemed “furnished” and not “filed” for purposes of Section 18 of the Securities and Exchange Act of 1934, and otherwise is not subject to liability under these sections.

(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:	January 24, 2014		By:	/s/Shane Thueson
				Shane Thueson, Principal Executive 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:	January 24, 2014		By:	/s/Nicholl Doolin
				Nicholl Doolin, Principal Financial Officer, Vice President & Director