UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 8-K


                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

               Date of Report (date of earliest event reported): July 7, 2015


                                STRAINWISE, INC.
                        -------------------------------
             (Exact name of Registrant as specified in its charter)



        Utah                          000-52825              20-8980078
--------------------             --------------------    ---------------------
(State or other jurisdiction    (Commission File No.)       (IRS Employer
of incorporation)                                          Identification No.)

                        1350 Inde-pendence St., Suite 300
                               Lakewood, CO 80215
                            ------------------------
          (Address of principal executive offices, including Zip Code)

Registrant's telephone number, including area code: (303) 736-2442

                                       N/A
                          ----------------------------
          (Former name or former address if changed since last report)

Check appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below)

[ ]  Written communications  pursuant to Rule 425 under the Securities Act (17
     CFR 230.425)

[ ]  Soliciting  material  pursuant to Rule 14a-12 under the Exchange Act (17
     CFR 240.14a-12)

[ ]  Pre-commencement  communications  pursuant  to Rule  14d-2(b)  under the
     Exchange Act (17 CFR 240.14d-2(b))

[ ]  Pre-commencement  communications  pursuant to Rule  13e-14(c)  under the
     Exchange Act (17 CFR 240.13e-4(c))



<PAGE>



Item 5.02  Departure of Directors or Certain  Officers;  Election of  Directors;
           Appointment of Certain Officers; Compensatory Arrangements of Certain
           Officers.


     On June 29, 2015 Shawn Phillips  resigned as an officer and director of the
Company.

     Erin  Phillips  will  continue her role as a director and as the  Company's
President and Chief Financial and Accounting Officer.

     Mr.  Phillips  resigned his  positions  with the Company in order to devote
more time to his marijuana  dispensaries  and cultivation  and grow  facilities.
There were no disagreements with the Company's operations, practices or policies
in connection with the resignation of Mr. Phillips.






<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 hereunto duly authorized.


Date:  July 7, 2015

                                         STRAINWISE, INC.


                                         By: /s/ Erin Phillips
                                             -----------------------------
                                             Erin Phillips, President
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{"company-data": {"conformed-name": "Strainwise, Inc.", "cik": "0001400683", "assigned-sic": "8742", "irs-number": "208980078", "state-of-incorporation": "UT", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-52825", "film-number": "15984216"}, "business-address": {"street1": "1350 INDEPENDENCE ST.", "street2": "SUITE 300", "city": "LAKEWOOD", "state": "CO", "zip": "80215", "phone": "303-736-2442"}, "mail-address": {"street1": "1350 INDEPENDENCE ST.", "street2": "SUITE 300", "city": "LAKEWOOD", "state": "CO", "zip": "80215"}, "former-company": {"former-conformed-name": "4th Grade Films Inc", "date-changed": "20070523"}}
UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

               Date of Report (date of earliest event reported): July 7, 2015

                                STRAINWISE, INC.
                        -------------------------------
             (Exact name of Registrant as specified in its charter)

        Utah                          000-52825              20-8980078
--------------------             --------------------    ---------------------
(State or other jurisdiction    (Commission File No.)       (IRS Employer
of incorporation)                                          Identification No.)

                        1350 Inde-pendence St., Suite 300
                               Lakewood, CO 80215
                            ------------------------
          (Address of principal executive offices, including Zip Code)

Registrant's telephone number, including area code: (303) 736-2442

                                       N/A
                          ----------------------------
          (Former name or former address if changed since last report)

Check appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below)

[ ]  Written communications  pursuant to Rule 425 under the Securities Act (17
     CFR 230.425)

[ ]  Soliciting  material  pursuant to Rule 14a-12 under the Exchange Act (17
     CFR 240.14a-12)

[ ]  Pre-commencement  communications  pursuant  to Rule  14d-2(b)  under the
     Exchange Act (17 CFR 240.14d-2(b))

[ ]  Pre-commencement  communications  pursuant to Rule  13e-14(c)  under the
     Exchange Act (17 CFR 240.13e-4(c))
Item 5.02  Departure of Directors or Certain  Officers;  Election of  Directors;
           Appointment of Certain Officers; Compensatory Arrangements of Certain
           Officers.

     On June 29, 2015 Shawn Phillips  resigned as an officer and director of the
Company.

     Erin  Phillips  will  continue her role as a director and as the  Company's
President and Chief Financial and Accounting Officer.

     Mr.  Phillips  resigned his  positions  with the Company in order to devote
more time to his marijuana  dispensaries  and cultivation  and grow  facilities.
There were no disagreements with the Company's operations, practices or policies
in connection with the resignation of Mr. Phillips.
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 hereunto duly authorized.

Date:  July 7, 2015

                                         STRAINWISE, INC.

                                         By: /s/ Erin Phillips
                                             -----------------------------
                                             Erin Phillips, President