SECURITIES
      AND EXCHANGE COMMISSION


WASHINGTON,
      D.C. 20549


____________________________




FORM
      10-KSB


____________________________




x
            ANNUAL
                REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
                ACT OF
                1934




For
      Fiscal Year Ended


August
      31, 2007


Commission
      File #333-108690




RED
      ROCK PICTURES HOLDINGS INC.


(Exact
      name of registrant as specified in its charter)




Nevada


(State
      or
      other jurisdiction of incorporation or organization)




98-0441032


(IRS
      Employer Identification Number)




8228
                Sunset Boulevard, 3rd
                Floor, Los Angeles, California
            90046(Address
                of principal executive offices )
            (Zip
                Code)




(301)  474-1219


(Registrant’s
      telephone no., including area code)




Securities
                registered pursuant to Section 12(b) of the Act:
            None


Title
                of each class
            Name
                of each exchange on which registered


Securities
      registered pursuant to Section 12(g) of the Act:




Common
      Stock, $0.001 par
      value


(Title
      of
      class)




(Former
      name, former address and former fiscal year,


if
      changed since last report)




Indicate
      by check mark whether the registrant is a shell company as defined in Rule
      12b-2
      of the Exchange Act.


Yesx      
                No
                o




Indicate
      by check mark 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 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.


Yesx      
                  No
                  o




Check
      if
      there is no disclosure of delinquent filers in response to Item 405 of
      Regulation S-B not contained in this form, and no disclosure will be contained,
      to the best of the registrant’s knowledge, in definitive proxy or information
      statements incorporated by reference in Part III of this Form 10-KSB or any
      amendment to this Form 10-KSB. ( )




Revenues
      for year ended August 31, 2007: $139,154




Aggregate
      market value of the voting
      common stock held by non-affiliates of the registrant as of November
      19, 2007,$6,776,107:




Number
      of
      shares of the registrant’s common stock outstanding as of November 19, 2007 is:
      64,534,361




The
      Transfer Agent for the Company is Integrity Stock Transfer.







PART
      I


ITEM
      1. DESCRIPTION OF
      BUSINESS


Overview




Maneki
      Mining (“Maneki”) was originally incorporated in Nevada on November 22, 2004 as
      a development stage company in the business of mineral
      exploration.  In August 2006 Red Rock Pictures, Inc. consummated a
      Share Exchange Agreement, whereby 100% of its shares were acquired by Maneki
      in
      exchange for 1,800,000 shares of Maneki.  On October 31, 2006, Maneki
      filed a certificate of amendment, changing the legal name of the corporation
      to
      Red Rock Pictures Holdings Inc. (“Us, We, Our, Red Rock or the
      Company”).




We
      are engaged in the finance, production, distribution and marketing of filmed
      entertainment products, including theatrical motion pictures, television
      programs, home video products, and digitally delivered entertainment and
      media.  We were founded in 2006 to leverage the experience and
      expertise of its management team and exploit emerging opportunities in
      traditional and digital media and entertainment. Our primary business model
      centers around the control of entertainment properties that we may develop,
      acquire, produce and/or finance.




Development




Development
      activities are a fundamental building block to our future financial success.
      We
      will devote significant resources to identifying and developing material to
      be
      produced.




Financing




We
      will
      be involved in the funding of motion pictures and other entertainment and media
      properties, both for its own library and development activities as well as
      in
      partnership with outside producers.




Production




Once
      a
      project developed and financing is committed, either through internal sources
      or
      through licensing and pre-selling the project to the exhibition, television,
      home entertainment and other markets, we will attempt to produce at the lowest
      possible cost consistent with the quality that it seeks to achieve. We avoid
      the
      substantial overhead of major studios by maintaining only a small staff and
      engaging production staff only as required.




Revenue
      Sources




We
      currently have revenues from interest income earned on production
      advances.  We expect to derive additional revenues from the worldwide
      exploitation of our entertainment properties across multiple media and
      distribution channels.  We expect to receive revenue
      from all of
      the following sources on a project-by-project basis:




·
            Producer
                and production fees for
                our services in the creation and production of motion pictures, television
                and other media;




·
            Royalties
                and participations in
                the future earnings of the properties that we develop, produce and/or
                finance;




·
            Interest
                and fees associated with
                our financing activities;




·
            Royalty
                payments from
                merchandising of consumer products bearing the logos, brands, and
                other
                forms of intellectual property from our company’s films, television
                programs and archives;
                and




·
            Royalties
                and license payments
                from exploitation of soundtrack and music publishing rights for music
                from
                our company’s films, television programs and archives.






1




The
      distribution channels associated with these revenue streams are discussed in
      greater detail below:




Theatrical
      Distribution &
Exhibition





Once
      a
      picture has been green lighted, the distribution arm of the studio begins
      planning where the picture will be slotted in its schedule for theatrical
      release.  Numerous negotiations and strategic issues must be managed,
      including the film’s release date, distribution pattern and number of screens
      (wide release, limited release or platform release) and exhibitor (theater
      and
      theater chain) financial terms.




Theatrical
      revenues are divided between
      the distributor and the theater owners (exhibitors). The division of theatrical
      proceeds is usually determined through negotiation between the exhibitors and
      distributors. However, sometimes abidding
      processoccurs in which
      theaters compete against each other for a particular movie with the film going
      to the theater that offers the most favorable terms to the distributor. “Film
      rentals” are the portion of a film’s theatrical revenues remitted to a
      distributor. As a general rule of thumb, a distributor receives 50% of a film’s
      gross theatrical revenues. However, the actual division of box-office proceeds
      is based upon a formula in which the distributor gets a disproportionate share
      of the box-office in the early release of a film. Therefore, theater exhibitors
      prefer long-running successful films, as opposed to films that have big opening
      weekends and subsequently have substantial drop-offs.




Whether
      a film has been financed by a
      studio or has been acquired from an outside financing source for distribution,
      the studio receives a distribution fee. A distribution fee is a percentage
      charge on incoming film rentals from theaters, video revenues, pay television,
      etc. The fee is simply a service charge designed solely to support the existence
      of the distribution organization; itdoes
      notapply toward the recovery
      of any
      expenses related to releasing the film (such as prints and advertising).
      Deductions for direct costs of marketing a film are made after the imposition
      of
      the fee. The amount of the distribution fee can vary substantially depending
      upon many factors. The most important factor in determining the amount of the
      fee is whether the film has been financed internally or
      externally.




Home
      Video – Video Cassette and
      DVD





As
      the market has matured, video
      revenues have become the most significant source of income for producers and
      distributors. Furthermore, home video provides the most consistent source of
      revenue of all of the various windows of exhibition including
      theatrical.We
      currently do not operateourown
      internal Home Entertainment
      distribution business, but, rather,we intend topartner
      with the major studios and
      others to ensure thatourproductions
      are sold into the
      marketplace.




Pay-Per-Viewand
      Video on Demand





Pay-per-view
      refers to films shown on
      television which subscribers can order through their local cable operator.
      Additionally, with the rise of technology and other digital distribution
      platforms, Pay-Per-View can also occur via Satellite, and via Internet delivery.Ourprojectswill
      besold into the Pay-Per-View
      and Video on
      Demand markets either directly or as part of a larger distribution agreement
      with a studio or other entity.




Pay
      Cable





Pay
      cable refers to individual cable
      stations that have a monthly subscription fee, such as HBO, Showtime, The Movie
      Channel, Cinemax, Starz and Encore. Pay cable programming is comprised primarily
      of three facets:







·
            Movies
                licensed from the studios and independent
                distributors.






·
            Pay
                cable premiere movies that are shown for the first time on the pay
                cable
                service. These movies are both financed and produced by the cable
                network
                itself or licensed from independent
                producers.






·
            Special
                events, such as sporting events and
                concerts.







Ourproperties
      will be sold into the Pay
      Cable marketplace either directly or as part of a larger distribution agreement
      with a studio or other entity







2




Basic
      Cable


Basic
      cable refers to a group of cable
      stations that are generally included in a basic cable package, such as THE
      SUNDANCE CHANNEL, THE INDEPENDENT FILM CHANNEL, TNT, TBS, LIFETIME, USA, and
      others. Basic cable stations, like the pay cable stations, are now producing
      a
      significant number of their own movies.Ourproperties
      will be sold into the Basic
      Cable marketplace either directly or as part of a larger distribution agreement
      with a studio or other entity





Network
      Television





In
      theUnited States,
      broadcast network rights are granted
      to ABC, CBS, NBC, FOX, UPN, WB or other entities formed to distribute
      programming to a large group of stations. The commercial television networks
      license motion pictures for a limited number of exhibitions during a period
      that
      usually commences two to three years after a film’s initial theatrical
      release.Ourproperties
      will be sold into the Network
      Television marketplace either directly or as part of a larger distribution
      agreement with a studio or other entity




Television
      Syndication





Distributors
      also license the right to
      broadcast a motion picture on local, commercial television stations in theUnited States,
      usually for a period commencing five
      years after initial theatrical release of the motion picture, but earlier if
      the
      producer has not entered into a commercial television network license. These
      contracts are usually for between five to eight showings of a film extending
      over a period of 3 to 5 years. This activity, known as “syndication,” has become
      an important source of revenue as the number of stations has proliferated,
      and
      thus the competition for programming among local television stations has
      increased.Ourproperties
      will be sold
      into the Television Syndication marketplace either directly or as part of a
      larger distribution agreement with a studio or other entity





Other
      Ancillary
      Markets





A
      distributor may earn revenues from
      other ancillary sources, unless the necessary exploitation rights in the
      underlying literary property have been retained by writers, talent, composers
      or
      other third parties (i.e. soundtrack and music publishing rights).Ourproperties
      will be sold into other
      Ancillary Markets either directly or as part of alarger distributionagreement
      with a studio or other
      entity.




Foreign
      Distribution & Exhibition




All
      of the major American distributors
      (i.e. Warner Brothers, Universal, etc.) have distribution networks in the major
      overseas countries. However, each foreign country has its own local and
      independent distribution companies that not only distribute native product,
      but
      also compete against the local branch of the major studios for independently
      financed American films.Our
      properties will be sold
      into the foreign marketplace either directly or as part of a larger distribution
      agreement with a studio or other entity.





Competition




The
      sale
      and distribution of filmed entertainment is a highly competitive
      business.  The entertainment industry now comprises six major film
      distributors/studios: Sony Pictures, Paramount, Twentieth Century Fox, Warner
      Brothers, The Walt Disney Company, and Universal.  Today, the major
      studios are multi-national, multi-media and mass marketing communication
      complexes with wholly owned distribution operations throughout the
      world.  In addition to these majors, there are numerous independent
      production and distribution companies. Many of our competitors are larger and
      better capitalized than us and have existing distribution channels. In addition,
      the number of films or television products released in any given period may
      create an oversupply of product in the market, and that may reduce our share
      of
      potential sales and make it more difficult for the films in our library to
      succeed.




We
      believe that the principal competitive factors in our market are:




·
            Quality
                of filmed entertainment product




·
            brand
                recognition;




·
            quality
                of assets;




·
            Exemplary
                reputation and track record of our
                CEO




·
            filmed
                entertainment rights industry
                connections;




Employees





We
      currently have  two full-time employees, two part-time employees and
      one part-time consultant.






3






Risks
      Associated with our Operations





We
      have a limited operating history in which to evaluate our business.





We
      were
      incorporated in Nevada in August 2006 and we have limited revenues to date
      and
      we have a limited operating history upon which an evaluation of our future
      success or failure can be made.  No assurances of any nature can be
      made to investors that the company will be profitable.





We
      will require additional funds to achieve our current business strategy and
      our
      inability to obtain additional financing could cause us to cease our business
      operations.





We
      will
      need to raise additional funds through public or private debt or sale of equity
      to achieve our current business strategy. Such financing may not be available
      when needed. Even if such financing is available, it may be on terms that are
      materially adverse to your interests with respect to dilution of book value,
      dividend preferences, liquidation preferences, or other terms. Our capital
      requirements to implement our business strategy will be significant. However,
      at
      this time, we can not determine the amount of additional funding necessary
      to
      implement such plan. We intend to assess such amount at the time we will
      implement our business plan. Furthermore, we intend to effect future
      acquisitions with cash and the issuance of debt and equity securities. The
      cost
      of anticipated acquisitions may require us to seek additional financing. We
      anticipate requiring additional funds in order to fully implement our business
      plan to significantly expand our operations. We may not be able to obtain
      financing if and when it is needed on terms we deem acceptable. Our inability
      to
      obtain financing would have a material negative effect on our ability to
      implement our acquisition strategy, and as a result, could require us to
      diminish or suspend our acquisition strategy.





If
      we are
      unable to obtain financing on reasonable terms, we could be forced to delay,
      scale back or eliminate certain product and service development programs. In
      addition, such inability to obtain financing on reasonable terms could have
      a
      material negative effect on our business, operating results, or financial
      condition to such extent that we are forced to restructure, file for bankruptcy,
      sell assets or cease operations, any of which could put your investment dollars
      at significant risk.





If
      we are unable to retain the services of our executive officer, Robert Levy,
      or
      if we are unable to successfully recruit qualified managerial personnel and
      employees with experience in business and the entertainment industry, we may
      not
      be able to continue our operations.





Our
      success depends solely upon the continued service of Robert Levy, our sole
      officer and director.  Loss of Mr. Levy’s services will have a
      material adverse effect on our growth, revenues, and prospective business.
      We do
      not maintain key-man insurance on the life of our executive officer. In
      addition, in order to successfully implement and manage our business plan,
      we
      will be dependent upon, among other things, successfully recruiting qualified
      managerial personnel and employees with experience in business and the
      entertainment industry. Competition for qualified individuals is intense. There
      can be no assurance that we will be able to find, attract and retain existing
      employees or that we will be able to find, attract and retain qualified
      personnel on acceptable terms.





There
      may be potential liabilities associated with the Company that we were not aware
      of at the time of the Merger.


We
      may
      have liabilities that we did not discover or may have been unable to discover
      during our pre-acquisition investigation. Any indemnities or warranties may
      not
      fully cover such liabilities due to their limited scope, amount or duration,
      the
      financial limitations of the indemnitor or warrantor, or for other reasons.
      Therefore, in the event we are held responsible for the foregoing liabilities,
      our operations may be materially and adversely affected.





The
      Red Rock shareholders currently own a controlling interest in our voting stock
      and investors may not have any voice in our management.





In
      connection with the acquisition of Red Rock, the Red Rock Shareholders, will
      hold an aggregate of 51% of our outstanding shares of common stock, and in
      the
      aggregate, has the right to cast 51% of the votes in any vote by our
      stockholders. Thus, these stockholders, acting together, will have the ability
      to control substantially all matters submitted to our stockholders for approval,
      including:






4







§
            election
                of our board of directors;§
            removal
                of any of our directors;§
            amendment
                of our certificate of incorporation or bylaws; and§
            adoption
                of measures that could delay or prevent a change in control or impede
                a
                merger, takeover or other business combination involving
                us.





As
      a
      result of their ownership and positions, our directors and executive officers
      collectively are able to influence all matters requiring stockholder approval,
      including the election of directors and approval of significant corporate
      transactions. In addition, sales of significant amounts of shares held by our
      directors and executive officers, or the prospect of these sales, could
      adversely affect the market price of our common stock. Management's stock
      ownership may discourage a potential acquirer from making a tender offer or
      otherwise attempting to obtain control of us, which in turn could reduce our
      stock price or prevent our stockholders from realizing a premium over our stock
      price.





It
      is likely that additional shares of our stock will be issued in the normal
      course of our business development, which will result in a dilutive affect
      on
      our existing shareholders.





We
      will
      issue additional stock as required to raise additional working capital in order
      to secure intellectual properties, undertake company acquisitions, recruit
      and
      retain an effective management team, compensate our officers and directors,
      engage industry consultants and for other business development
      activities.





If
      we fail to adequately manage our growth, we may not be successful in growing
      our
      business and becoming profitable.





We
      expect
      our business and number of employees to grow over the next year. We expect
      that
      our growth will place significant stress on our operation, management, employee
      base and ability to meet capital requirements sufficient to support our growth
      over the next 12 months. Any failure to address the needs of our growing
      business successfully could have a negative impact on our chance of
      success.





If
      we acquire or invest in other businesses, we will face certain risks inherent
      in
      such transactions.





We
      may
      acquire, make investments in, or enter into strategic alliances or joint
      ventures with, companies engaged in businesses that are similar or complementary
      to ours. If we make such acquisitions or investments or enter into strategic
      alliances, we will face certain risks inherent in such transactions. For
      example, we could face difficulties in managing and integrating newly acquired
      operations. Additionally, such transactions would divert management resources
      and may result in the loss of artists or songwriters from our rosters. We cannot
      assure you that if we make any future acquisitions, investments, strategic
      alliances or joint ventures that they will be completed in a timely manner,
      that
      they will be structured or financed in a way that will enhance our
      creditworthiness or that they will meet our strategic objectives or otherwise
      be
      successful. Failure to effectively manage any of these transactions could result
      in material increases in costs or reductions in expected revenues, or
      both.





“Penny
      Stock” rules may make buying or selling our common stock difficult.





Trading
      in our securities is subject to the “penny stock” rules. The SEC has adopted
      regulations that generally define a penny stock to be any equity security that
      has a market price of less than $5.00 per share, subject to certain exceptions.
      These rules require that any broker-dealer who recommends our securities to
      persons other than prior customers and accredited investors, must, prior to
      the
      sale, make a special written suitability determination for the purchaser and
      receive the purchaser’s written agreement to execute the transaction. Unless an
      exception is available, the regulations require the delivery, prior to any
      transaction involving a penny stock, of a disclosure schedule explaining the
      penny stock market and the risks associated with trading in the penny stock
      market. In addition, broker-dealers must disclose commissions payable to both
      the broker-dealer and the registered representative and current quotations
      for
      the securities they offer. The additional burdens imposed upon broker- dealers
      by such requirements may discourage broker-dealers from effecting transactions
      in our securities, which could severely limit the market price and liquidity
      of
      our securities. Broker- dealers who sell penny stocks to certain types of
      investors are required to comply with the Commission’s regulations concerning
      the transfer of penny stocks. These regulations require broker-dealers
      to:





§
            Make
                a suitability determination prior to selling a penny stock to the
                purchaser;§
            Receive
                the purchaser’s written consent to the transaction; and§
            Provide
                certain written disclosures to the
                purchaser.






5







Risks
      Associated with the Entertainment, Media and Communications
      Industries





Competition
        from providers of similar
        products and services could materially adversely affectourrevenues
        and financial
        condition.





The
        industryin which wecompete
        isa
        rapidly evolving, highly competitive
        and fragmented market,
        whichis based
        on consumer preferences and requires substantial human and capital resources.Weexpect
        competition to intensify in the
        future.There
        can be no assurance thatwewill
        be able to compete
        effectively.Webelieve
        that the main
        competitive factors in the entertainment, media and communications
        industries include effective marketing and sales, brand recognition,
        product quality, product placement and availability, niche marketing and
        segmentation and value propositions. They also include benefits of one's
        company, product and services, features and functionality, and cost.
        Many of
        ourcompetitors are
        established, profitable and have strong attributes in many, most or all of
        these areas.They
        may be able to leverage their
        existing relationships to offer alternative products or services at more
        attractive pricing or with better customer support. Other companies may also
        enterourmarkets
        with better products or
        services, greater financial and human resources and/or greater brand
        recognition. Competitors may continue to improve or expand current products
        and
        introduce new products.Wemay
        be perceived as relatively too small
        or untested to be awarded business relative to the competition. To be
        competitive,wewill
        have to invest
        significant resources in business development, advertising and
        marketing.Wemay
        also have to rely on strategic
        partnerships for critical branding and relationship leverage, which partnerships
        may or may not be available or sufficient.Wecannot
        assure that it will have
        sufficient resources to make these investments or thatwewill
        be able to make the advances
        necessary to be competitive. Increased competition may result in price
        reductions, reduced gross margin and loss of market share. Failure to compete
        successfully against current or future competitors could have a material
        adverse
        effect on the Company’s business, operating results and financial
        condition.








The
      speculative nature of the entertainment, media and communications industry
      may
      result in our inability to produce products or services that receive sufficient
      market acceptance for us to be successful.





Certain
      segments of the entertainment, media and communications industry are highly
      speculative and historically have involved a substantial degree of risk. For
      example, the success of a particular film, video game, program or recreational
      attraction depends upon unpredictable and changing factors, including the
      success of promotional efforts, the availability of alternative forms of
      entertainment and leisure time activities, general economic conditions, public
      acceptance and other tangible and intangible factors, many of which are beyond
      our control. If we complete a business combination with a target business in
      such a segment, we may be unable to produce products or services that receive
      sufficient market acceptance for us to be successful.





Changes
      in technology may reduce the demand for the products or services we may offer
      following a business combination.





The
      entertainment, media and communications industries are substantially affected
      by
      rapid and significant changes in technology. These changes may reduce the demand
      for certain existing services and technologies used in these industries or
      render them obsolete. We cannot assure you that the technologies used by or
      relied upon or produced by a target business with which we effect a business
      combination will not be subject to such occurrence. While we may attempt to
      adapt and apply the services provided by the target business to newer
      technologies, we cannot assure you that we will have sufficient resources to
      fund these changes or that these changes will ultimately prove
      successful.





If
      our products or services that we market and sell are not accepted by the public,
      our profits may decline.





Certain
      segments of the entertainment, media and communications industries are dependent
      on developing and marketing new products and services that respond to
      technological and competitive developments and changing customer needs and
      tastes. We cannot assure you that the products and services of a target business
      with which we effect a business combination will gain market acceptance. Any
      significant delay or failure in developing new or enhanced technology, including
      new product and service offerings, could result in a loss of actual or potential
      market share and a decrease in revenues.





Management
      is fully aware of these risks, and believes that these are manageable risks
      and
      does not post real threats to the Company’s healthy development.





ITEM
      2. DESCRIPTION OF PROPERTY


Our
      executive offices are located at 8228 Sunset Boulevard, 3rd
      Floor,
      Los Angeles, California. We lease the premises from National Lampoon, Inc.
      pursuant to a sublease for two years commencing September 6, 2006 and ending
      September 6, 2008 at the rate of $2,000 per month.  National Lampoon and
      its President, Daniel Laikin, are both shareholders of Red Rock. We believe
      that
      these spaces are sufficient and adequate to operate our current
      business.




ITEM
      3. LEGAL PROCEEDINGS




There
      is
      no litigation pending or threatened by or against us.




ITEM
      4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS




None.






6




PART
      II


ITEM
      5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS




As
      of
      August 31, 2007 there were approximately 24 holders of record of our common
      stock. Our shares of common stock are traded on the OTCBB under the symbol
      “RRPH”.


DIVIDENDS




We
      intend
      to retain future earnings to support our growth. Any payment of cash dividends
      in the future will be dependent upon: the amount of funds legally available
      therefore; our earnings; financial condition; capital requirements; and other
      factors which our Board of Directors deems relevant.




ITEM
      6. MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION


The
      following discussion and analysis should be read in conjunction with our
      Financial Statements and notes appearing elsewhere in this report.





Plan
      of
      Operation




Overview





We
      were
      originally incorporated in Nevada on November 22, 2004 as a development stage
      company in the business of mineral exploration.  On December 3, 2004, we
      entered in a Mineral Lease Agreement whereby we leased from Ammetco Resources
      a
      total of eight (8) unpatented lode mining claims which we refer to as the Poison
      Gulch mineral claims.  The Poison Gulch mineral claims are located in
      Owyhee County, Idaho.  We leased the mineral claims from Ammetco Resources
      of Vancouver B.C., Canada.  The Poison Gulch claims are 100% owned by
      Nevada Mine Properties II, Inc. of Reno, Nevada.





Upon
      the
      effectiveness of the merger in fiscal 2006 with Red Rock, we have succeeded
      to
      the business of Red Rock, which will be continued as our sole line of business.
      Based upon the same, we are engaged in the finance, production, distribution
      and
      marketing of filmed entertainment products, including theatrical motion
      pictures, television programs, home video products, and digitally delivered
      entertainment and media.  We were founded in 2006 to leverage the
      experience and expertise of its management team and exploit emerging
      opportunities in traditional and digital media and entertainment. Our primary
      business model centers around the control of entertainment properties that
      we
      may develop, acquire, produce and/or finance.  We will also be
      involved in the funding of motion pictures and other entertainment and media
      properties, both for our own library and development activities as well as
      in
      partnership with outside producers. We currently have interest revenues of
      $139,154 from production advances, and we expect to derive future revenues
      from
      the worldwide exploitation of our entertainment properties across multiple
      media
      and distribution channels.





Proposed
      Milestones to Implement Business Operations





During
      the next twelve months, we expect to take the following steps in connection
      with
      the development of our business and the implementation of our plan of
      operations:





The
      Company will continue to enter into
      agreements with strategic partners in the film development and production
      industry.  These partners will include Tapestry Films, our CEO’s film
      production entity, and National Lampoon, Inc. a current shareholder of Red
      Rock.  The Company expects to have at least the first two completed in
      fiscal 2008. Within the year ended August 31, 2007 the Company entered into
      agreements to fund and co-fund production of a slate of National Lampoon
      branded, moderately budgeted films.  As of August 31, 2007, one film was in
      post production and another film was in production. These films will be
      distributed by and through National Lampoon, focused primarily on the college
      audience, but marketed and distributed to the general population.  The
      Company intends to fund P&A (Prints and Advertising) on these pictures to
      promote a limited release, less than 50 screens on the initial release.  In
      the event it is decided to release the picture on additional screens, the
      Company may either increase funding or work with a P&A lender to provide the
      additional funding required.  The terms of these agreements call for a
      ten percent (10%) annual interest rate and twenty-five (25%) percent net profit
      participation in the motion pictures after recoupment of all costs and
      distribution fees for funds advanced for film financings.  The company
      has also committed to fund P&A on additional independent films which will be
      released in the 4thquarter
      of 2008. For funds advanced for
      P&A, the terms include a twenty percent (20%) return premium and a profit
      participation of up to ten percent (10%) of net profits in the motion
      pictures.






II-1





The
      Company intends to enter into
      agreements to fund and co-produce a slate of National Lampoon mid-budget films.
      As of August 31, 2007, no agreements yet have been made and identified to fund
      or co-produce.  However, it is our intent to enter into an agreement
      to release one National Lampoon film per year in this manner.  The
      distribution on these films will be controlled by National Lampoon, but will
      be
      for a wide theatrical release (1200+ screens).  The Company will share in
      all revenue generated from these pictures, including theatrical, home video
      (DVD), foreign sales, PPV/VOD, and television.




As
      one
      production has been completed during the first quarter of 2008 and the film
      is
      tentatively scheduled for a platform theatrical release at the end of February
      2008, with a video release in summer 2008.  There are a number of
      international territories already presold along with US cable
      television.





In
      the first quarter of 2008 the Company
      will continue work to build a division of the company to focus on the “horror”
film genre.  Over the last few years there has been great success in
      producing low budget horror films.  The Company will endeavor to set up a
      distribution agreement through one of the major or mini-major studios.  The
      Company will also work to set up a television output deal with one or more
      cable
      network.




The
      Company will begin building and
      formalizing relationship with the talent community.  The Company intends to
      use our equity as incentives to build these relationships.  The Company
      intends to work with top talent to fund and produce projects that they bring
      to
      the Company.  These are typically moderately budgeted projects which fall
      below the typical studio interest.




Another
      area that the
      Company will pursue as part of our plan is the acquisition of existing film
      properties and film and media related businesses.  The Company will work to
      build a library of films to leverage across all distribution platforms. 
The Company feels that as distribution platforms continue to expand, there
      are
      opportunities to exploit content and generate revenue in a number of
      ways.




II-2







Their
      compensation is determined as a
      percentage of the purchase price of the acquisition.  The company has
      evaluated a number of strategic acquisitions and continues to do
      so.






The
      Company will also hire and train a
      limited amount of additional staff, including management, marketing, and
      administrative personnel. The number of employees hired will be dependent upon
      a
      variety of factors including our progress in implementing our business plan
      and
      available capital. The Company believes that the hiring of employees will be
      an
      ongoing process during the Company’s existence.




Capital
      Resources and Liquidity




As
      of
      August 31, 2007 we had $9,936 in cash. A substantial amount of cash will be
      required in order to commence operations over the next twelve months. Based
      upon
      our current cash, we will not be able to meet our current expenses and will
      need
      additional capital. We intend to seek advice from investment professionals
      on
      how to obtain additional capital and believe that by being a public entity
      we
      will be more attractive to the sources of capital. In addition, we will need
      to
      raise additional capital to continue our operations past 12 months and there
      is
      no assurance that we will be successful in raising the needed capital. Currently
      we have no material commitments for capital expenditures.  Any future
      cash flow requirements are available through the following Agreement entered
      into during the year.





On
      July
      6, 2007, the Company entered into an Equity Distribution Agreement (“Agreement”)
      with IFG Opportunity Fund, LLC ("IFG"). Pursuant to this Agreement, IFG has
      committed to purchase up to $25,000,000 of common stock over the course of
      twenty-four months. The amount that the Company shall be entitled to request
      from each purchase (the “Advance”) shall be up to $2,000,000.  The
      Advance date shall be the date that IFG receives an advance notice of a draw
      down by the Company. The purchase price shall be set at 97% of the market price
      of the common stock during the pricing period. The pricing period shall be
      the
      five consecutive trading days immediately after the Advance notice date. There
      are advance restrictions applied on days between the Advance date and the
      closing date with respect to that particular advance. During this time, the
      Company shall not be entitled to deliver another advance notice. On each Advance
      date the Company shall pay to the IFG, directly out of the gross proceeds of
      each Advance, an amount equal to 3% of the amount of each Advance.





In
      April
      2007 we had entered into a Standy Equity Distribution Agreement with Cornell
      Capital Partners, LP, which had terms similar to the agreement with IFG
      discussed above.  This agreement was cancelled in July 2007 when the
      Agreement with IFG was entered into.




Critical
      Accounting Policies




Red
      Rock’s financial statements and related public financial information are based
      on the application of accounting principles generally accepted in the United
      States (“GAAP”). GAAP requires the use of estimates; assumptions, judgments and
      subjective interpretations of accounting principles that have an impact on
      the
      assets, liabilities, revenue and expense amounts reported. These estimates
      can
      also affect supplemental information contained in our external disclosures
      including information regarding contingencies, risk and financial condition.
      We
      believe our use if estimates and underlying accounting assumptions adhere to
      GAAP and are consistently and conservatively applied. We base our estimates
      on
      historical experience and on various other assumptions that we believe to be
      reasonable under the circumstances. Actual results may differ materially from
      these estimates under different assumptions or conditions. We continue to
      monitor significant estimates made during the preparation of our financial
      statements.


Our
      significant accounting policies are summarized in Note 3 of our financial
      statements. While all these significant accounting policies impact its financial
      condition and results of operations, Red Rock views certain of these policies
      as
      critical. Policies determined to be critical are those policies that have the
      most significant impact on Travel Hunt’s consolidated financial statements and
      require management to use a greater degree of judgment and estimates. Actual
      results may differ from those estimates. Our management believes that given
      current facts and circumstances, it is unlikely that applying any other
      reasonable judgments or estimate methodologies would cause effect on our
      consolidated results of operations, financial position or liquidity for the
      periods presented in this report.




II-3







ITEM
      7. FINANCIAL STATEMENTS


Our
      financial statements, together with the report of auditors, are as
      follows:










RED
      ROCK PICTURES HOLDINGS
      INC.


(A
      Development Stage
      Company)




CONSOLIDATED
      FINANCIAL
      STATEMENTS




31
      AUGUST 2007












II-4
 RED
            ROCK PICTURES HOLDINGS
            INC.
  (A
            Development Stage
            Company)


31
      AUGUST 2007




CONTENTS







PageREPORT
                OF INDEPENDENT REGISTERED
                PUBLIC ACCOUNTING FIRM
            1CONSOLIDATED
                FINANCIAL
                STATEMENTSConsolidated
                Balance
                Sheets
            2Consolidated
                Statements of
                Loss
            3Consolidated
                Statements of
                Stockholders' Deficit
            4Consolidated
                Statements of Cash
                Flows
            5Notes
                to the Consolidated
                Financial Statements
            6
                -
                14













REPORT
      OF INDEPENDENT REGISTERED PUBLIC
      ACCOUNTING FIRM




To
      the Board of Directors and
      Stockholders of


Red
      Rock Pictures Holdings
      Inc.







We
      have audited the accompanying
      consolidated balance sheets ofRed
      Rock Pictures
      Holdings Inc., a
      development stage company, as of 31 August 2007 and 2006 and the related
      statements of loss, stockholders' equity (deficit) and cash flows for the year
      ended 31 August 2007 and for the period from 18 August 2006 (date of inception)
      to 31 August 2006 and 2007.  These consolidated financial statements
      are the responsibility of the Company's management.  Our
      responsibility is to express an opinion on these consolidated financial
      statements based on our audits.




We
      conducted our audits in accordance
      with the standards of the Public Company Accounting Oversight Board (United
      States).  Those standards require that we plan and perform the audits
      to obtain reasonable assurance whether the consolidated financial statements
      are
      free of material misstatement.  An audit includes examining, on a test
      basis, evidence supporting the amounts and disclosures in the consolidated
      financial statements.  An audit also includes assessing the accounting
      principles used and significant estimates made by management, as well as
      evaluating the overall financial statement presentation.  We believe
      that our audits provides a reasonable basis for our opinion.




In
      our opinion, based on our audits,
      such consolidated financial statements present fairly, in all material respects,
      the financial position of Red Rock Pictures Holdings Inc., a development stage
      company, as of 31 August 2007 and 2006 and the related statements of loss,
      stockholders' equity (deficit) and cash flows for the year ended 31 August
      2007
      and  the period from 18 August 2006 (date of inception) to 31 August
      2006 and 2007 in accordance with accounting principles generally accepted in
      the
      United States of America.




The
      accompanying consolidated financial
      statements have been prepared assuming that the Company will continue as a
      going
      concern.  As discussed in note 2, the Company has not established a
      significant source of revenue and has suffered losses from operations since
      inception, which raises substantial doubt about its ability to continue as
      a
      going concern.  Management's plans in regard to these matters are
      described in note 2.  The consolidated financial statements do not
      include any adjustments that might result from the outcome of this uncertainty.




/s/DNTW
      Chartered Accountants, LLP


Markham,
      CanadaChartered Accountants,
      LLP


19
      November 2007  Licensed Public
      Accountants


1
 
 RED
            ROCK PICTURES HOLDINGS
            INC.
  (A
            Development Stage
            Company)


CONSOLIDATED
      BALANCE
      SHEETS




AS
      AT 31 AUGUST




Note
            
            
            2007
            
            
            2007ASSETSCurrent
              AssetsCash
            
            
            $
            9,936
            
            $
            1,085Prepaid
              expenses
            
            
            
            2,137
            
            
            -Total
              Current
              Assets
            
            
            
            12,073
            
            
            1,085Other
              AssetsProduction
              advances and accrued
              interest
            4
            
            
            3,822,264
            
            
            820Total
              Assets
            
            
            $
            3,834,337
            
            $
            1,905LIABILITIES
              AND STOCKHOLDERS' EQUITY (DEFICIT)Current
                LiabilitiesAccounts
                payable and accrued
                liabilities
            
            
            
            $
            
            54,468
            
            $
            
            19,635Advances
                from
                shareholder
            
            
            5
            
            
            
            68,172
            
            
            
            4,031Advances
                from related
                parties
            
            
            6
            
            
            
            2,030,608
            
            
            
            -Total
                Liabilities
            
            
            
            
            
            
            2,153,248
            
            
            
            23,666Commitments
            
            
            7


Stockholders'
      Equity
      (Deficit)


Preferred
                stock - $.001 par value;
                5,000,000 shares authorized, none issued or
                outstanding
            
            
            
            
            
            -
            
            
            
            -Common
                stock - $.001 par value;
                120,000,000 shares authorized, 64,534,361 shares outstanding (2006
                -
                60,350,000)
            
            
            8
            
            
            
            64,535
            
            
            
            60,350Additional
                paid-in
                capital
            
            
            
            
            
            
            6,641,843
            
            
            
            -Deficit
                accumulated during the
                development stage
            
            
            
            
            
            
            (5,025,289
            )
            
            
            (82,111
            )Total
                Stockholders' Equity
                (Deficit)
            
            
            
            
            
            
            1,681,089
            
            
            
            (21,761
            )Total
                Liabilities and
                Stockholders' Equity (Deficit)
            
            
            
            
            $
            
            3,834,337
            
            $
            
            1,905


The
            accompanying notes are an integral
            part of these financial statements.
 2
 
 RED
            ROCK PICTURES HOLDINGS
            INC.
  (A
            Development Stage
            Company)


CONSOLIDATED
      STATEMENTS OF
      LOSS





For
                the Year Ended 31
                August2007
            
            
            For
                the Period from Inception (18
                August 2006) to 31 August 2006
            
            
            For
                the Period from Inception (18
                August 2006) to 31 August 2007REVENUEInterest
                income
            
            $
            139,154
            
            
            $
            -
            
            
            $
            139,154EXPENSESStock
                based
                compensation
            
            
            4,319,393
            
            
            
            -
            
            
            
            4,319,393Advertising
                and
                promotion
            
            
            350,000
            
            
            
            -
            
            
            
            350,000Salaries
                and
                wages
            
            
            178,104
            
            
            
            -
            
            
            
            178,104Professional
                fees
            
            
            91,637
            
            
            
            15,008
            
            
            
            106,645Office
                and
                general
            
            
            88,333
            
            
            
            602
            
            
            
            88,935Financial
            
            
            30,865
            
            
            
            -
            
            
            
            30,865Rent
            
            
            24,000
            
            
            
            -
            
            
            
            24,000TOTAL
                OPERATING EXPENSES
            
            
            5,082,332
            
            
            
            15,610
            
            
            
            5,097,942NET
                LOSS
            
            
            (4,943,178
            )
            
            
            (15,610
            )
            
            
            (4,958,788
            )LOSS
                PER WEIGHTED NUMBER OF SHARES
                OUTSTANDING - BASIC AND DILUTED
            
            $
            (0.08
            )
            
            $
            0.00WEIGHTED
                AVERAGE NUMBER OF SHARES
                OUTSTANDING - BASIC AND DILUTED
            
            
            61,880,348
            
            
            
            60,350,000


The
            accompanying notes are an integral
            part of these financial statements.
 3





RED
      ROCK PICTURES HOLDINGS
      INC.


(A
      Development Stage
      Company)




CONSOLIDATED
      STATEMENTS OF STOCKHOLDERS'
      DEFICIT





Common
                Stock
            
            
            
            
            
            Accumulated
                Other
            
            
            
            
            
            TotalShares
            
            
            Amount
            
            
            Additional
                Paid In
                Capital
            
            
            Comprehensive
                Loss
            
            
            Accumulated
                Deficit
            
            
            Stockholders'
                EquityIssuance
                of common stock at
                inception
            
            
            2,080,000
            
            
            $
            2,080
            
            
            $
            -
            
            
            $
            -
            
            
            $
            -
            
            
            $
            2,080Acquisition
                of the net liabilities
                of Red Rock Pictures, Inc.
            
            
            58,270,000
            
            
            
            58,270
            
            
            
            -
            
            
            
            -
            
            
            
            (66,501
            )
            
            
            (8,231
            )Net
                loss
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            (15,610
            )
            
            
            (15,610
            )Balance,
                31 August
                2006
            
            
            60,350,000
            
            
            
            60,350
            
            
            
            -
            
            
            
            -
            
            
            
            (82,111
            )
            
            
            (21,761
            )Common
                shares issued for cash, net
                of financing fees
            
            
            800,000
            
            
            
            800
            
            
            
            1,647,089
            
            
            
            -
            
            
            
            -
            
            
            
            1,647,889Common
                shares issued for services
                and accounts payable
            
            
            3,384,361
            
            
            
            3,385
            
            
            
            4,682,781
            
            
            
            -
            
            
            
            -
            
            
            
            4,686,166Stock
                options
                granted
            
            
            -
            
            
            
            -
            
            
            
            311,973
            
            
            
            -
            
            
            
            -
            
            
            
            311,973Net
                loss
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            (4,943,178
            )
            
            
            (4,943,178
            )Balance,
                31 August
                2007
            
            
            64,534,361
            
            
            $
            64,535
            
            
            $
            6,641,843
            
            
            $
            -
            
            
            $
            (5,025,289
            )
            
            $
            1,681,089







The
      accompanying notes are an integral
      part of these financial statements.


4


RED
            ROCK PICTURES HOLDINGS
            INC.
  (A
            Development Stage
            Company)


CONSOLIDATED
      STATEMENT OF CASH
      FLOWS










For
                the Year Ended
              31
                August
              2007
            
            
            For
                the Period from Inception (18
                August 2006) to 31 August 2006
            
            
            For
                the Period from Inception (18
                August 2006) to 31 August 2007CASH
              FLOWS FROM OPERATING
              ACTIVITIESNet
              loss
            
            $
            (4,943,178
            )
            
            $
            (15,610
            )
            
            $
            (4,958,788
            )Adjustments
              to reconcile net loss
              to net cash used in operating activities:Common
                shares issued for services
                and accounts payable
            
            
            4,686,166
            
            
            
            -
            
            
            
            4,686,166Stock
                options
                granted
            
            
            311,973
            
            
            
            -
            
            
            
            311,973Changes
              in operating assets and
              liabilities:Notes
                receivable
            
            
            -
            
            
            
            (820
            )
            
            
            (820
            )Prepaid
                expenses
            
            
            (2,137
            )
            
            
            900
            
            
            
            (1,237
            )Accounts
                payable and accrued
                liabilities
            
            
            34,833
            
            
            
            14,535
            
            
            
            49,368CASH
                USED IN OPERATING
                ACTIVITIES
            
            
            87,657
            
            
            
            (995
            )
            
            
            86,662CASH
              FLOWS FROM INVESTING
              ACTIVITIESProduction
                advances and accrued
                interest
            
            
            (3,821,444
            )
            
            
            -
            
            
            
            (3,821,444
            )CASH
                FLOWS USED IN INVESTING
                ACTIVITIES
            
            
            (3,821,444
            )
            
            
            -
            
            
            
            (3,821,444
            )CASH
              FLOWS FROM FINANCING
              ACTIVITIESAdvances
                from
                shareholder
            
            
            64,141
            
            
            
            -
            
            
            
            64,141Advances
                from related
                party
            
            
            2,030,608
            
            
            
            -
            
            
            
            2,030,608Issuance
                of common stock, net of
                financing fees
            
            
            1,647,889
            
            
            
            2,080
            
            
            
            1,649,969CASH
                FLOWS PROVIDED BY FINANCING
                ACTIVITIES
            
            
            3,742,638
            
            
            
            2,080
            
            
            
            3,744,718NET
                INCREASE IN
                CASH
            
            
            8,851
            
            
            
            1,085
            
            
            
            9,936CASH,
                BEGINNING OF
                YEAR
            
            
            1,085
            
            
            
            -
            
            
            
            -CASH,
                END OF
                YEAR
            
            $
            9,936
            
            
            $
            1,085
            
            
            $
            9,936


The
            accompanying notes are an integral
            part of these financial statements.
 5
 
 RED
            ROCK PICTURES HOLDINGS
            INC.
  (A
            Development Stage
            Company)
  NOTES
            TO THE CONSOLIDATED FINANCIAL
            STATEMENTS
  FOR
            THE PERIOD FROM 18 AUGUST 2006 (DATE
            OF INCEPTION) TO 31 AUGUST 2007










1.
            ORGANIZATION
                AND NATURE OF
                BUSINESS




Nature
      of Business




Red
      Rock Pictures, Inc. was incorporated
      on 18 August 2006 under the laws of the State of Nevada and was acquired by Red
      Rock Pictures Holdings Inc. (the "Company") on 31 August 2006.  The
      Company is a development stage company that plans to engage in the business
      of
      developing, financing, producing and licensing feature-length motion pictures
      worldwide.




Organization




In
      August 2006, Red Rock Pictures, Inc.
      consummated a Share Exchange Agreement, whereby 100% of its shares were acquired
      by Maneki Mining Inc. ("Maneki"), a Nevada corporation, in exchange for
      1,800,000 shares of Maneki.  As a result of the transaction, the
      former shareholders of the Red Rock Pictures, Inc. received approximately 51%
      ownership of Maneki.  The merger was therefore accounted for as a
      recapitalization of the Red Rock Pictures, Inc. into a shell
      company.  Accordingly, the issuance of shares will be recorded by
      eliminating Maneki's assets, share capital and earnings.




The
      above transaction has been accounted
      for as a reverse merger (recapitalization) with Red Rock Pictures, Inc. being
      deemed the accounting acquirer and Maneki Mining Inc. being deemed the legal
      acquirer.  Accordingly, the historical financial information presented
      in the financial statements is that of Red Rock Pictures, Inc. (since 18 August
      2006 the date of inception) as adjusted to give effect to any difference in
      the
      par value of the issuer’s and the accounting acquirer’s stock with an offset to
      additional paid in capital.  The basis of the assets and liabilities
      of Red Rock Pictures, Inc. , the accounting acquirer, has been carried over
      in
      the recapitalization.  In addition, Maneki agreed to cancel 1,500,000
      shares of its common stock.  The terms of the Agreement were
      consummated on 31 August 2006 and Maneki now owns 100% of the equity interests
      of Red Rock Pictures, Inc.




On
      31 October 2006, Maneki Mining Inc.
      filed a certificate of amendment, changing the legal name of the corporation
      to
      Red Rock Pictures Holdings Inc.




2.
            GOING
                CONCERN




The
      Company's financial statements are
      presented on a going concern basis, which contemplates the realization of assets
      and satisfaction of liabilities in the normal course of business.  The
      Company has experienced losses from operations since inception that raise
      substantial doubt as to its ability to continue as a going
      concern.




The
      Company's existence is dependent
      upon management's ability to develop profitable operations and resolve its
      liquidity problems. Management anticipates the Company will attain profitable
      status and improve its liquidity through continued business development and
      additional equity investment in the Company.




The
      financial statements do not include
      any adjustments to reflect the possible future effects on the recoverability
      and
      classification of assets or the amounts and classification of liabilities that
      may result from the possible inability of the Company to continue as a going
      concern.


6
 
 RED
            ROCK PICTURES HOLDINGS
            INC.
  (A
            Development Stage
            Company)
  NOTES
            TO THE CONSOLIDATED FINANCIAL
            STATEMENTS
  FOR
            THE PERIOD FROM 18 AUGUST 2006 (DATE
            OF INCEPTION) TO 31 AUGUST 2007







3.
            SUMMARY
                OF SIGNIFICANT ACCOUNTING
                POLICIES




The
      accounting policies of the Company
      are in accordance with accounting principles generally accepted in the United
      States of America.  Presented below are those policies considered
      particularly significant:




Organization
      and Start up
      Costs




Costs
      of start up activities, including
      organization costs, are expensed as incurred.




Use
      of Estimates




The
      preparation of financial statements
      in conformity with accounting principles generally accepted in the United States
      requires management to make estimates and assumptions that affect the reported
      amounts of assets and liabilities and the disclosure of contingent assets and
      liabilities at the date of the financial statements and the reported amounts
      of
      revenues and expenses during the reporting period.  Actual results
      could differ from those estimates.  These estimates are reviewed
      periodically, and, as adjustments become necessary, they are reported in
      earnings in the period in which they become known.




Development
      Stage
      Company




The
      Company is considered to be in the
      development stage as defined in Statement of Financial Accounting Standards
      ("SFAS") No. 7,Accounting
      and
      Reporting by Development Stage Enterprises.  The Company has devoted
      substantially all of its efforts to business planning and
      development.




Income
      Taxes




The
      Company accounts for income taxes
      pursuant to SFAS No. 109,Accounting
      for
      Income Taxes.  Deferred tax assets and
      liabilities are recorded for differences between the financial statements and
      tax basis of the assets and liabilities that will result in taxable or
      deductible amounts in the future based on enacted tax laws and
      rates.  Valuation allowances are established when necessary to reduce
      deferred tax assets to the amount expected to be realized.  Income tax
      expense is recorded for the amount of income tax payable or refundable for
      the
      period increased or decreased by the change in deferred tax assets and
      liabilities during the period.




Fair
      Value of Financial
      Instruments




The
      carrying value of the Company's
      advances and accounts payable approximates fair value because of the short-term
      maturity of these instruments.




Comprehensive
      Income




The
      Company adopted SFAS No. 130,Reporting
      Comprehensive Incomethat
      establishes standards for reporting and presentation of comprehensive income
      and
      its components in a full set of financial statements.  Comprehensive
      income is presented in the statements of changes in stockholders' equity and
      consists of net gains (losses) and unrealized gains (losses) on available for
      sale marketable securities;  foreign currency translation adjustments
      and changes in market value of future contracts that qualify as a hedge; and
      negative equity adjustments recognized in accordance with SFAS
      87.  SFAS No. 130 requires only additional disclosures in the
      financial statements and does not affect the Company's financial position or
      results of operations.


7
 
 RED
            ROCK PICTURES HOLDINGS
            INC.
  (A
            Development Stage
            Company)
  NOTES
            TO THE CONSOLIDATED FINANCIAL
            STATEMENTS
  FOR
            THE PERIOD FROM 18 AUGUST 2006 (DATE
            OF INCEPTION) TO 31 AUGUST 2007







3.
            SUMMARY
                OF SIGNIFICANT ACCOUNTING
                POLICIES (Continued)




Earnings
      or Loss Per
      Share




The
      Company accounts for earnings per
      share pursuant to SFAS No. 128,Earnings
      per
      Share, which requires
      disclosure on the financial statements of "basic" and "diluted" earnings (loss)
      per share.  Basic earnings (loss) per share is computed by dividing
      net income (loss) by the weighted average number of common shares outstanding
      for the year.  Diluted earnings (loss) per share is computed by
      dividing net income (loss) by the weighted average number of common shares
      outstanding plus common stock equivalents (if dilutive) related to stock options
      and warrants for each year.




There
      were no dilutive financial
      instruments for the year ended 31 August 2007 or for the period from inception
      (18 August 2006) to 31 August 2006..




Valuation
      of Long-Lived
      Assets




In
      accordance with SFAS No.
      144,Accounting
      for the
      Impairment or Disposal of Long-Lived Assets, long-lived assets to
      be held and used
      are analyzed for impairment whenever events or changes in circumstances indicate
      that the related carrying amounts may not be recoverable.  The Company
      evaluates at each balance sheet date whether events and circumstances have
      occurred that indicate possible impairment.  If there are indications
      of impairment, the Company uses future undiscounted cash flows of the related
      asset or asset grouping over the remaining life in measuring whether the assets
      are recoverable.  In the event such cash flows are not expected to be
      sufficient to recover the recorded asset values, the assets are written down
      to
      their estimated fair value.  Long-lived assets to be disposed of are
      reported at the lower of carrying amount or fair value of asset less cost to
      sell.




Recent
      Accounting
      Pronouncements




In
      June 2006, the Financial Accounting
      Standards Board ("FASB") issued FASB Interpretation No. (“FIN”) 48,Accounting
      for
      Uncertainty in Income Taxes, which is an interpretation
      of SFAS No.
      109,Accounting
      for
      Income Taxes. FIN 48
      clarifies the accounting for uncertainty in income taxes recognized in an
      enterprise’s financial statements in accordance with SFAS 109 and prescribes a
      recognition threshold and measurement attribute for the financial statement
      recognition and measurement of a tax position taken or expected to be taken
      in a
      tax return.  FIN 48 also provides guidance on derecognition,
      classification, interest and penalties, accounting in interim periods,
      disclosure, and transition.  FIN 48 is effective for fiscal years
      beginning after 15 December 2006.  Management believes the adoption of
      this pronouncement will not have a material impact on the Company's consolidated
      financial statements.




In
      September 2006, the FASB issued SFAS
      No. 157,Fair
      Value
      Measurements. SFAS 157
      defines fair value, establishes a framework for measuring fair value and expands
      disclosure of fair value measurements. SFAS 157 applies under other accounting
      pronouncements that require or permit fair value measurements and accordingly,
      does not require any new fair value measurements. SFAS 157 is effective for
      financial statements issued for fiscal years beginning after 15 November
      2007.  Management believes the adoption of this pronouncement will not
      have a material impact on the Company's consolidated financial
      statements.


8
 
 RED
            ROCK PICTURES HOLDINGS
            INC.
  (A
            Development Stage
            Company)
  NOTES
            TO THE CONSOLIDATED FINANCIAL
            STATEMENTS
  FOR
            THE PERIOD FROM 18 AUGUST 2006 (DATE
            OF INCEPTION) TO 31 AUGUST 2007







3.
            SUMMARY
                OF SIGNIFICANT ACCOUNTING
                POLICIES (Continued)




Recent
      Accounting Pronouncements
      (Continued)




In
      September 2006, the Securities and
      Exchange Commission ("SEC") issued Staff Accounting Bulletin ("SAB") No. 108,Considering
      the
      Effects of Prior Year Misstatements when Quantifying Misstatements in Current
      Year Financial Statements.
      SAB 108 requires that public companies utilize a "dual-approach" to assessing
      the quantitative effects of financial misstatements. This dual approach includes
      both an income statement focused assessment and a balance sheet focused
      assessment. The guidance in SAB 108 must be applied to annual financial
      statements for fiscal years ending after 15 November 2006. Management believes
      the adoption of this pronouncement will not have a material impact on the
      Company's consolidated financial statements.




In
      December 2006, the FASB issued FASB
      Staff Position ("FSP") EITF 00-19-2,Accounting
      for
      Registration Payment Arrangementswhich addresses accounting
      for
      registration payment arrangements. FSP 00-19-2 specifies that the contingent
      obligation to make future payments or otherwise transfer consideration under
      a
      registration payment arrangement, whether issued as a separate agreement or
      included as a provision of a financial instrument or other agreement, should
      be
      separately recognized and measured in accordance with FASB Statement No. 5,
      Accounting for Contingencies. FSP 00-19-2 further clarifies that a financial
      instrument subject to a registration payment arrangement should be accounted
      for
      in accordance with other applicable generally accepted accounting principles
      without regard to the contingent obligation to transfer consideration pursuant
      to the registration payment arrangement. For registration payment arrangements
      and financial instruments subject to those arrangements that were entered into
      prior to the issuance of EITF 00-19-2, this guidance is effective for financial
      statements issued for fiscal years beginning after 15 December 2006 and interim
      periods within those fiscal years. Management has determined that both of the
      agreements, as described in note 10, are affected by this
      pronouncement.  The Company filed a registration statement for the
      shares issued and the shares potentially issued under these agreements, which
      became effective 31 August 2007.  There are no further contingent
      payments related to these registration arrangements.




In
      February 2007, the FASB issued SFAS
      No. 159,The
      Fair Value
      Option for Financial Assets and Financial Liabilities. SFAS 159 permits entities
      to choose to
      measure many financial instruments, and certain other items, at fair value.
      SFAS
      159 applies to reporting periods beginning after 15 November 2007. Management
      believes the adoption of this pronouncement will not have a material impact
      on
      the Company's consolidated financial statements.




In
      December 2007, the FASB issued SFAS
      No. 141 (R)Business
      Combinations. SFAS 141R
      establishes principles and requirements for how the acquirer of a business
      recognizes and measures in its financial statements the identifiable assets
      acquired, the liabilities assumed, and any noncontrolling interest in the
      acquiree. SFAS 141R also provides guidance for recognizing and measuring the
      goodwill acquired in the business combination and determines what information
      to
      disclose to enable users of the financial statements to evaluate the nature
      and
      financial effects of the business combination. The guidance will become
      effective as of the beginning of the Company’s fiscal year beginning after 15
      December 2008. Management believes the adoption of this pronouncement will
      not
      have a material impact on the Company's consolidated financial
      statements.


9
 
 RED
            ROCK PICTURES HOLDINGS
            INC.
  (A
            Development Stage
            Company)
  NOTES
            TO THE CONSOLIDATED FINANCIAL
            STATEMENTS
  FOR
            THE PERIOD FROM 18 AUGUST 2006 (DATE
            OF INCEPTION) TO 31 AUGUST 2007







3.
            SUMMARY
                OF SIGNIFICANT ACCOUNTING
                POLICIES (Continued)




Recent
      Accounting Pronouncements
      (Continued)




In
      December 2007, the FASB issued SFAS
      No. 160Noncontrolling
      Interests in Consolidated Financial Statements—an amendment of ARB No.
      51. SFAS 160 establishes
      accounting and reporting standards for the noncontrolling interest in a
      subsidiary and for the deconsolidation of a subsidiary. The guidance will become
      effective as of the beginning of the Company’s fiscal year beginning after 15
      December 2008. Management believes the adoption of this pronouncement will
      not
      have a material impact on the Company's consolidated financial
      statements.




4.
            PRODUCTION
                ADVANCES AND ACCRUED
                INTEREST




The
      Company provides production
      financing to a corporate shareholder that shares certain directors and officers
      of Red Rock Pictures Holdings Inc.  The production advances bear
      interest at a rate of 10% per annum, are unsecured and repayable from 100%
      of
      any and all net revenues from each picture.  The financing agreement
      allows for the Company to advance up to $2,000,000 per picture
      production.  At 31 August 2007 the Company had advanced $3,583,128 and
      has recorded $139,154 in accrued interest for a total of
      $3,722,282.  In addition to the interest on these advances, the
      Company is entitled to receive a net profit participation of twenty five percent
      (25%) of all net contingent profits from the distribution of the respective
      picture.




5.
            ADVANCES
                FROM
                SHAREHOLDER




The
      advances from a shareholder, to fund
      operating expenses, are non-interest bearing, unsecured and are due on
      demand.




6.
            ADVANCES
                FROM RELATED
                PARTIES




On
      8 June 2007, the Company entered into
      loan agreements with the N. Williams Family Investments, L.P. and Daniel Laikin
      (collectively, “Williams-Laikin”) for $1,000,000 each for a total of
      $2,000.000.  The proceeds of these loans are to fund the Company’s
      obligation to advance production costs to National Lampoon for a motion picture
      production.  The loan is secured by the film.  The loans
      bear six percent (7%) interest and are to be repaid out of the proceeds of
      equity raised of the Company or sales efforts of the motion picture. In addition
      to the interest on these advances, Williams-Laikin are entitled to receive
      fifteen percent (15%) of the twenty five percent (25%) of all net profits from
      the distribution of the respective picture received by Red Rock Pictures
      Holdings Inc. as described in note 4.




In
      addition, on 7 July 2007 the Company
      issued to Williams-Laikin 521,866 shares of the company’s common stock which
      represents the number of shares computed by dividing each $1,000,000 loan by
      $1.92 (the computed lowest volume weighted average price (“VWAP”) for the five
      days prior to the execution of the Williams-Laikin loans). In the event that
      Company’s common stock falls below $1.92 on the six-month anniversary of the
      Williams-Laikin loans, than the Company shall issue to Williams-Laikin an
      additional number of shares of the Company’s common stock equal to the
      difference between the number of Williams-Laikin shares and one million dollars
      ($1,000,000) divided by the VWAP of the Company’s common stock, as quoted by
      Bloomberg, LP, on the calculation date.


10
 
 RED
            ROCK PICTURES HOLDINGS
            INC.
  (A
            Development Stage
            Company)
  NOTES
            TO THE CONSOLIDATED FINANCIAL
            STATEMENTS
  FOR
            THE PERIOD FROM 18 AUGUST 2006 (DATE
            OF INCEPTION) TO 31 AUGUST 2007







7.
            COMMITMENTS




In
      September 2006, the Company entered
      into a premises lease for a period of two years, commencing on 6 September
      2006
      and terminating on 6 September 2008.  The annual lease payment is
      $24,000.




In
      October 2006, the Company entered
      into an agreement to finance two film production costs for the related party
      referred to in note 4.  The Company is committed to finance each film
      up to an amount of $2,000,000 per film.




8.
            COMMON
                STOCK




On
      18 August 2006, 2,080,000 common
      stock were issued to the founders of the Company for $0.001.




On
      31 August 2006, the Company issued
      1,800,000 common stock in exchange for all of the issued and outstanding shares
      of Red Rock Pictures, Inc.




On
      31 August 2006, the Company cancelled
      1,500,000 of its common stock at par value.




On
      31 August 2006, the Company
      effectuated a 17 for 1 forward stock split of its common
      stock.




On
      19 February 2007, the Company adopted
      the 2006 Equity Incentive Plan (the "Plan"), as discussed in note 9, and as
      such
      issued 1,200,000 shares of common stock to people as compensation for services
      and as incentive to take a position on the board of directors.  In
      accordance with SFAS No. 123 (revised 2004),Share-Based
      Payment, the fair value of
      the shares issued was used to measure the transaction, as this is more reliable
      than the fair value of the services received. The fair value was measured at
      the
      value of the Company's common stock on the date that the commitment for
      performance by the counterparty had been reached and the counterparty's
      performance was complete. This date was 19 December 2006 at which time the
      stock
      was valued at $2.48.  The fair value of the equity instrument has been
      charged directly to compensation expense and additional paid-in
      capital.




On
      19 February 2007, the Company’s Board
      of Directors filed a Definitive Information Statement (the “Information
      Statement”) pursuant to Section 14(c) of the Securities Exchange Act with the
      Securities and Exchange Commission and mailed the statement to the Company’s
      shareholders. The Information Statement was filed and mailed in connection
      with
      the Board of Directors approval to amend the Company’s Articles of Incorporation
      to increase its authorized capital to 120,000,000 shares of common stock with
      a
      par value of $0.001 per share. The amendment became effective on 17 April
      2007.




In
      April 2007, the Company issued
      112,495 common shares to investment groups for services, including 3,750 shares
      issued to Newbridge Securities Corporation for acting as the Company’s exclusive
      placement agent in connection with the sale of the Company’s common stock to
      Cornell Capital Partners, LP ("Cornell") and 108,475 shares to Cornell, pursuant
      with Standby Equity Distribution Agreement with Cornell.  This
      agreement was cancelled on 6 July 2007.  These shares were valued at
      their market value on the date of issue and have been recorded as a reduction
      of
      equity as the services relate to raising capital.


11
 
 RED
            ROCK PICTURES HOLDINGS
            INC.
  (A
            Development Stage
            Company)
  NOTES
            TO THE CONSOLIDATED FINANCIAL
            STATEMENTS
  FOR
            THE PERIOD FROM 18 AUGUST 2006 (DATE
            OF INCEPTION) TO 31 AUGUST 2007







8.
            COMMON
                STOCK
                (Continued)




In
      June 2007, the Company issued 20,000
      shares of its common stock pursuant to the Plan.  The shares were
      issued for consulting services rendered and have been valued at the market
      value
      of the common stock on the date of issue.




On
      3 July 2007, the Company issued
      360,000 shares of its common stock to an employee for services rendered,
      pursuant to the Plan.  The shares were issued for consulting services
      related to potential mergers and acquisitions and have been valued at the market
      value of the common stock on the date of issue.




On
      7 July 2007 the Company issued to
      Williams-Laikin 521,866 shares of it’s common stock as part of loan agreements
      entered into as discussed in note 6 and have been valued at the market value
      of
      the common stock on the date of issue.




In
      August 2007, the Company issued
      1,040,000 shares of its common stock pursuant to the Plan.  The shares
      were issued for accounts payable related to marketing services rendered and
      have
      been valued at the market value of the services provided.




In
      August 2007, the Company issued
      60,000 shares of its common stock pursuant to the Plan.  The shares
      were issued for accounts payable related to legal services rendered and have
      been valued at the market value of the common stock on the date of
      issue.




In
      August 2007, the Company issued
      50,000 shares of its common stock to an employee for services rendered pursuant
      to the Plan.  The shares were issued for consulting services and have
      been valued at the market value of the common stock on the date of
      issue.




In
      August 2007, the Company issued
      20,000 shares of its common stock pursuant to the Plan.  The shares
      were issued for financial and accounting services rendered and have been valued
      at the market value of the common stock on the date of
      issue.




9.
            STOCK
                OPTION AND EQUITY INCENTIVE
                PLAN




On
      14 February 2007 the Company filed a
      Form S-8 Registration Statement ‘Securities to be offered to Employees in
      Employee Benefit Plans’.  Under the terms of this filing the company
      registered 9,000,000 shares of common stock with a par value of $.001 per share.
      The purpose of the plan is to provide incentives to attract, retain and motivate
      eligible persons whose present and potential contributions are important to
      the
      success of the Company by offering them an opportunity to participate in the
      Company’s future performance through awards of Options and Restricted
      Stock.




12




RED
          ROCK PICTURES HOLDINGS
          INC.
  (A
          Development Stage
          Company)
  NOTES
          TO THE CONSOLIDATED FINANCIAL
          STATEMENTS
  FOR
          THE PERIOD FROM 18 AUGUST 2006 (DATE
          OF INCEPTION) TO 31 AUGUST 2007






9.
            STOCK
                OPTION AND EQUITY INCENTIVE
                PLAN (Continued)




On
      19 February 2007 the Company adopted
      the 2006 Equity Incentive Plan (the “Plan”), the purpose of which is to provide
      incentives to attract, retain and motivate eligible persons whose present and
      potential contributions are important to the success of Red Rock Pictures
      Holdings Inc.  The total number of shares reserved and available for
      grant and issuance pursuant to the Plan is 9,000,000 Shares.  Under
      the Plan, incentive stock options may be granted to employees, directors, and
      officers of the Company and non-qualified stock options may be granted to
      consultants, employees, directors, and officers of the
      Company.  Options granted under the option plan are for periods not to
      exceed ten years, and must be issued at prices not less than 100% of the fair
      market value of the stock on the date of grant. Options granted to shareholders
      who own greater than 10% of the outstanding stock are for periods not to exceed
      five years and must be issued at prices not less than 110% of the fair market
      value of the stock on the date of grant.




The
      Company has adopted SFAS No. 123
      (revised 2004),Share-Based
      Paymentrequiring that
      compensation cost relating to share-based payment awards made to employees
      and
      directors be recognized in the financial statements.  The cost for
      such awards is measured at the grant date based on the calculated fair value
      of
      the award. The value of the portion of the award that is ultimately expected
      to
      vest is recognized as an expense over the requisite service periods (generally
      the vesting period of the equity award) in the Consolidated Statement of
      Operations.




In
      March 2007 the Company granted
      2,400,000 stock options under the Plan at an exercise price of $2.56 that vest
      over three years and with an expiration date of seven years. These options
      were
      valued at a price of $0.85 per share or $2,041,608 amortized over the vesting
      period of three years from the grant date and have been included in Stock based
      compensation in the Consolidated statement of Operations. The options were
      valued using the Black Scholes Option Pricing Model with the following input
      variables and assumptions: exercise price $2.56; stock price on the date of
      grant $2.57; calculated volatility amounted to 27%; calculated average term
      of
      maturity of 5 years; an estimated risk free rate of 4.46% based on the seven
      year US Treasury zero-coupon yield curve; amortized over the period of benefit
      which is the vesting period of three years, commencing on the grant date of
      14
      March 2007.




10.
            AGREEMENTS




On
      6 July 2007, the Company entered into
      an Equity Distribution Agreement (“Agreement”) with IFG Opportunity Fund, LLC
      ("IFG"). Pursuant to this Agreement, IFG has committed to purchase up to
      $25,000,000 of common stock over the course of twenty-four months. The amount
      that the Company shall be entitled to request from each purchase (the “Advance”)
      shall be up to $2,000,000.  The Advance date shall be the date that
      IFG receives an advance notice of a draw down by the Company. The purchase
      price
      shall be set at 97% of the market price of the common stock during the pricing
      period. The pricing period shall be the five consecutive trading days
      immediately after the Advance notice date. There are advance restrictions
      applied on days between the Advance date and the closing date with respect
      to
      that particular advance. During this time, the Company shall not be entitled
      to
      deliver another advance notice. On each Advance date the Company shall pay
      to
      the IFG, directly out of the gross proceeds of each Advance, an amount equal
      to
      3% of the amount of each Advance.


13




RED
          ROCK PICTURES HOLDINGS
          INC.
  (A
          Development Stage
          Company)
  NOTES
          TO THE CONSOLIDATED FINANCIAL
          STATEMENTS
  FOR
          THE PERIOD FROM 18 AUGUST 2006 (DATE
          OF INCEPTION) TO 31 AUGUST 2007


11.
            SUPPLEMENTAL
                CASH FLOW
                INFORMATION




During
      the year ended 31 August 2007 and
      for the period from the date of inception (18 August 2006) to 31 August 2006
      and
      2007, there was no interest or taxes paid by the Company.




Throughout
      the year there were 3,384,361
      shares issued valued at $4,686,166 for services rendered and settlement of
      accounts payable, as discussed in note 8.




12.
            INCOME
                TAXES




The
      Company accounts for income taxes in
      accordance with SFAS No. 109.  SFAS No. 109 prescribes the use of the
      liability method whereby deferred tax asset and liability account balances
      are
      determined based on differences between the financial reporting and tax bases
      of
      assets and liabilities and are measured using the enacted tax
      rates.  The effects of future changes in tax laws or rates are not
      anticipated.




Under
      SFAS No. 109 income taxes are
      recognized for the following: a) amount of tax payable for the current year
      and
      b) deferred tax liabilities and assets for future tax consequences of events
      that have been recognized differently in the financial statements than for
      tax
      purposes.




As
      at 31 August 2007, there were no
      differences between financial reporting and tax bases of assets and
      liabilities.  The Company will have tax losses available to be applied
      against future years' income as result of the losses
      incurred.  However, due to the losses incurred in the period and
      expected future operating results, management determined that it is more likely
      than not that the deferred tax asset resulting from the tax losses available
      for
      carryforward will not be realized through the reduction of future income tax
      payments.  Accordingly a 100% valuation allowance has been recorded
      for deferred income tax assets.







14










ITEM
      8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
      DISCLOSURE





On
      October 24, 2007, Red Rock Pictures Holdings, Inc. (the “Company”) was informed
      by Walker & Company Chartered Accountants, Professional Corporation
      ("WCCA"), the independent registered public accounting firm for the Company,
      that WCCA would be known as DNTW Chartered Accountants, LLP
      (“DNTW”).





On
      September 15, 2006, we dismissed Williams & Webster, P.S. as our independent
      accountant going forward.  The decision to change accountants was approved
      by our Board of Directors.  The reports of Williams and Webster, P.S.
      on our financial statements for the years ended March 31, 2006 and 2005
      contained no adverse opinion or disclaimer of opinion, nor was it qualified
      or
      modified as to uncertainty, audit scope or accounting principle except that
      such
      report was modified to include an explanatory paragraph with respect to our
      ability, in light of our lack of revenues and history of losses, to continue
      as
      a going concern.





During
      the past two fiscal years ended March 31, 2006 and 2005 and subsequent interim
      periods preceding Williams & Webster’s dismissal, there were no
      disagreements with Williams & Webster on any matters of accounting
      principles or practices, financial statement disclosure, or auditing scope
      or
      procedures, which disagreements, if not resolved to the satisfaction of Williams
      & Webster, would have caused them to make reference to the subject matter of
      such disagreements in connection with their reports; and there were no
      reportable events, as listed in Item 304(a)(1)(v) of Regulation
      S-B.





As
      a
      result of the Merger, we retained DNTW, as
      our
      independent auditor effective September 15, 2006 to audit and review our
      financial statements going forward. DNTW is located at 8953 Woodbine Avenue,
      Markham, Ontario L3R 0J9.  Prior to such date, the Company, did not
      consult with DNTW regarding (i) the application of accounting principles, (ii)
      the type of audit opinion that might be rendered DNTW or (iii) any other matter
      that was the subject of a disagreement between the Company and its former
      auditor as described in Item 304(a)(1)(iv) of Regulation S-B.




ITEM
      8A. CONTROLS AND PROCEDURES




Evaluation
      of disclosure
      controls and procedures


Robert
      Levy, our principal executive officer and principal financial officer evaluated
      our disclosure controls and procedures (as defined in rule 13a-14(c) and
      15d-14(c) under the Securities Exchange Act of 1934, as amended) as of a date
      within 90 days before the filing of this annual report (the Evaluation Date).
      Based on that evaluation, our principal executive officer and principal
      financial officer concluded that, as of the Evaluation Date, the disclosure
      controls and procedures in place were adequate to ensure that information
      required to be disclosed by us, including our consolidated subsidiaries, in
      reports that we file or submit under the Exchange Act, is recorded, processed,
      summarized and reported on a timely basis in accordance with applicable rules
      and regulations. Although our principal executive officer and principal
      financial officer believes our existing disclosure controls and procedures
      are
      adequate to enable us to comply with our disclosure obligations, we intend
      to
      formalize and document the procedures already in place and establish a
      disclosure committee.




Changes
      in internal
      controls


We
      have
      not made any significant changes to our internal controls subsequent to the
      Evaluation Date. We have not identified any significant deficiencies or material
      weaknesses or other factors that could significantly affect these controls,
      and
      therefore, no corrective action was taken.





II-5








PART
      III




ITEM
      9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS: COMPLIANCE
      WITH
      SECTION 16(A) OF THE EXCHANGE ACT




Our
      directors and officers, as of December 19, 2007, are set forth below. The
      directors hold office for their respective term and until their successors
      are
      duly elected and qualified. Vacancies in the existing Board are filled by a
      majority vote of the remaining directors. The officers serve at the will of
      the
      Board of Directors.




Name
            Age
            Positions
                and Offices HeldRobert
                Levy
            53
            President,
                CEO, CFO, and Director




Set
      forth
      below is a brief description of the background and business experience of our
      executive officers and directors for the past five years.




Robert
      L.
      Levy became our President and CEO on September 13, 2006.  Mr. Levy has
      written and/or produced motion pictures for over 20 years and is a principal
      partner in Tapestry Films.  Levy recently produced the following
      films:




Wedding
      Crashers, starring Vince Vaughn, Owen Wilson, Rachel McAdams and
      Christopher Walken;




Underclassman,
      starring Nick Cannon;




Serendipity
      starring John Cusack and Kate Beckinsale;




The
      Wedding Planner with Jennifer Lopez and Matthew McConaughey;




Van
      Wilder starring Ryan Reynolds;




Van
      Wilder 2: The Rise of Taj, starring Kal Penn;




She's
      All
      That with Freddie Prinze Jr. and Rachael Leigh Cook;




Employee
      of the Month, starring Dane Cook, Jessica Simpson and Dax
      Shepard.




His additional producing credits include Pay It Forward, Point Break, Jane
      Austin's Mafia!, The Last Time I Committed Suicide, Enemy of My Enemy, Denial,
      Full Eclipse, Warlock - The Armageddon and A Killing Time. Mr. Levy has also
      executive produced such films as Swing, Black & White, Payback, The Chain,
      The Granny and Dark Tide.  He also executive produced and wrote the story
      for the Burt Reynolds classic Smokey and the Bandit.   Levy has also
      directed and produced A Kid in Aladdin's Court, the sequel to Tapestry's A
      Kid
      in King Arthur's Court.




Levy
      graduated from the University of California at Los Angeles and received a
      producing fellowship from the American Film Institute.




CERTAIN
      LEGAL PROCEEDINGS




No
      director, nominee for director, or executive officer has appeared as a party
      in
      any legal proceeding material to an evaluation of his ability or integrity
      during the past five years.




COMPLIANCE
      WITH SECTION 16(A) OF THE EXCHANGE ACT




We
      have
      not filed a Form 5 for the year ending August 31, 2007.







III-1





ITEM
      10. EXECUTIVE COMPENSATION




The
      following executives of the Company received compensation in the amounts set
      forth in the chart below for the period ended August 31, 2007. All compensation
      listed is in US dollars.  No other item of compensation was paid to
      any officer or director of the Company other than reimbursement of
      expenses.





SUMMARY
      COMPENSATION TABLE





Annual
                Compensation
            
            
            Long-Term
                CompensationAwards
            PayoutsName
                And Principal Position
            Year
            Salary
              ($)
            Bonus
              ($)
            Other
                Annual Compensation
              ($)
            Restricted
                Stock Award(s)
              ($)
            Securities
                Under-lying Options /SARs
              ($)
            LTIP
              Payouts
              ($)
            All
                Other Compen-sation
              ($)Robert
                Levy, Chief Executive Officer
            2007
            0
            0
            0
            0
            0
            0
            0





ITEM
      11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT




Security
      Ownership of Certain Beneficial Owners and Management





The
      following table sets forth information regarding the number of shares of Common
      Stock beneficially owned on November 19, 2007, by each person who is known
      by
      the Company to beneficially own 5% or more of the Company’s Common Stock, each
      of the Company’s directors and executive officers, and all of the Company’s
      directors and executive officers, as a group:




Name
                and Address
            Number
                of Common Shares Beneficially Owned(2)
            Percent
                of ClassRobert
                Levy
              3550
                Wilshire Blvd.
              Suite
                840
              Los
                Angeles, CA 90010
            1,471,163
            2.28%National
                Lampoon, Inc.
              8228
                Sunset Blvd.
              3rd
                Floor
              Los
                Angeles, CA 90046
            11,769,236
            18.24%All
                directors and executive officers as a group (1 in number)
            1,471,163
            2.28%





(1)
      The
      person listed is an officer and/or director of the Company.


(2)Based on 64,534,361shares of common
      stock issued and outstanding as of November 19, 2007.




ITEM
      12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.




None






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ITEM
      13. EXHIBITS AND REPORTS ON FORM 8-K




(a)    
        Exhibits:


Exhibit No.
              
              Title
                  of Document
              
              Location3.1
              
              Certificate
                  of Incorporation
              
              Incorporated
                  by reference to Form 10-SB filed on March 14, 20063.2
              
              Bylaws
              
              Incorporated
                  by reference to Form 10-SB filed on March 14, 200631.1
              
              Certification
                  of Chief Executive Officer Pursuant to Rule 13a-14(a) of the
                  Securities Exchange Act of 1934
              
              Filed
                  herewith32.1
              
              Certification
                  of Chief Executive Officer pursuant to 18 U.S.C. Section 1350,
                  as adopted
                  pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
              
              Filed
                  herewith




(b)   
         Reports of Form 8-K filed in fourth quarter of the fiscal year and
        subsequent event period:




On
      October 19, 2007, the Company filed a
      Form 8-K  based on the auditors name change






ITEM
      14. PRINCIPAL ACCOUNTANT FEES AND SERVICES




The
      following is a summary of the fees billed to the Company for professional
      services rendered for the periods ended August 31, 2007 and 2006




2007
            
            20061.
                Audit Fees (a)
            
            $
            23,881
            
            $
            14,1852.
                Audit Related Fees
            
            
            -
            
            
            -3.
                Tax Fees (b)
            
            
            -
            
            
            -4.
                All Other Fees
            
            
            -
            
            
            -





(a)
            Consists
                of fees billed for professional services rendered for the audit of
                the
                Company's financial statements and review of the interim financial
                statements included in quarterly
                reports.





(b)
            Consists
                primarily of fees paid for tax compliance and tax planning
                services.




Pre-approval
        Policy
 
 Our
        Board
        of Directors has adopted a procedure for pre-approval of all fees charged
        by the
        our independent auditors. Under the procedure, the Board approves the engagement
        letter with respect to audit, tax and review services. Other fees are subject
        to
        pre-approval by the Board, or, in the period between meetings, by a designated
        member of Board. Any such approval by the designated member is disclosed
        to the
        entire Board at the next meeting. The audit and tax fees paid to the auditors
        with respect to fiscal year 2007 were pre-approved by the entire Board of
        Directors.


Pursuant
      to the requirements of Section 13 or 15(d) 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.








III-3








SIGNATURES




Pursuant
      to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
      1934, the registrant has duly caused this report to be signed on its behalf
      by
      the undersigned, there unto duly authorized.




RED
                ROCK PICTURES HOLDINGS INC.By:
            /S/Robert
              LevyRobert
                LevyPresident,
                Secretary and Director





Dated:
      December 19, 2007






Pursuant
      to the requirements of the Securities Exchange Act of 1934, this report has
      been
      signed below by the following persons on behalf of the registrant and in the
      capacities and on the dates indicated.




NAME
            TITLE
            DATE/s/
                Robert Levy
            President,
                Secretary and Director
            December
                19, 2007Robert
                Levy








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