UNITED
      STATES


SECURITIES
      AND EXCHANGE
      COMMISSION


WASHINGTON,
      D.C.
      20549





FORM
      10-QSB





(Mark
      One)





S
            QUARTERLY
                REPORT UNDER SECTION 13
                OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
                1934





For
      the quarter ended:30
      November
      2007





o
            TRANSITION
                REPORT UNDER SECTION 13
                OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
                1934





For
      the transition period from
      ___________ to ___________





Commission
      file number:333-108690





RED
      ROCK PICTURES HOLDINGS
      INC.


(Exact
      name of registrant as specified
      in its charter)





Nevada
            98-0441032(State
                or other jurisdiction
                of
            (I.R.S.
                Employer Identification
                No.)incorporation
                or
                organization)8228
                Sunset Boulevard,
                3rdFloor,
                Los Angeles,
                California
            90046(Address
                of principal executive
                offices)
            (Zip
                Code)




(323)
      790-1813


(Registrant’s
      telephone number,
      including area code)




Check
      whether the issuer (1) has filed
      all reports required to be filed by Section 13 or 15(d) of the Exchange Act
      during the preceding 12 months (or for such shorter period that the issuer
      was
      required to file such reports), and (2) has been subject to such filing
      requirements for the past 90 days. Yes x No o




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




State
      the number of shares outstanding
      of each of the issuer’s classes of common equity, as of January 14, 2007:
      64,534,361 shares of common stock.












RED
      ROCK PICTURES
      HOLDINGS, INC.




(A
      Development Stage
      Company)




Form
      10-QSB





Three
      Months Ending 30 November 2007 and
      2006




___________________




TABLE
      OF CONTENTS


___________________




PagePART
                  I - FINANCIAL
                  INFORMATIONItem
                  1.
            Consolidated
                  Financial
                  StatementsConsolidated
                Balance
                Sheets
            2Consolidated
                  Statements of
                  Operations
            3Consolidated
                Statements of Cash
                Flows
            4Notes
                  to Consolidated Financial
                  Statements
            5Item
                2.
            Management’s
                Discussion &
                Analysis or Plan of Operation
            9Item
                  3.
            Controls
                  and
                  Procedures
            11PART
                  II - OTHER
                  INFORMATIONItem
                  1.
            Legal
                  Proceedings
            12Item
                2.
            Unregistered
                Sales of Equity
                securities and Use of Proceeds
            12Item
                  3.
            Defaults
                  Upon Senior
                  Securities
            12Item
                4.
            Submission
                of Matters to a Vote of
                Security Holders
            12Item
                  5
            Other
                  Information
            12Item
                6.
            Exhibits
            12






1






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




BALANCE
      SHEETS




As
      At




30
                  November
                2007
                (Unaudited)
              
              
              31
                  August
                2007
                (Audited)ASSETSCurrent
                  AssetsCash
              
              $
              1,350
              
              
              $
              9,936Receivable
              
              
              275,000
              
              
              
              -Prepaid
                  expenses
              
              
              2,137
              
              
              
              2,137Advances
                  to
                  shareholders
              
              
              23,528
              
              
              
              -Total
                  Current
                  Assets
              
              
              302,015
              
              
              
              12,073Long
                  Term
                  AssetsProduction
                  advances and accrued
                  interest
              
              
              3,915,697
              
              
              
              3,822,264Total
                  Assets
              
              $
              4,217,712
              
              
              $
              3,834,337LIABILITIES
                  AND STOCKHOLDERS'
                  EQUITYCurrent
                  LiabilitiesAccounts
                  payable and accrued
                  liabilities
              
              $
              65,701
              
              
              $
              54,468Advances
                  from
                  shareholders
              
              
              -
              
              
              
              68,172Convertible
                  note
                  payable
              
              
              369,568
              
              
              
              -Advances
                  from related
                  parties
              
              
              2,065,512
              
              
              
              2,030,608Total
                  Liabilities
              
              
              2,500,781
              
              
              
              2,153,248Stockholders'
                  EquityCommon
                  stock
              
              
              67,535
              
              
              
              64,535Additional
                  paid-in
                  capital
              
              
              6,857,010
              
              
              
              6,641,843Deficit
                  accumulated during the
                  development stage
              
              
              (5,207,614
              )
              
              
              (5,025,289
              )Total
                  Stockholders'
                  Equity
              
              
              1,716,931
              
              
              
              1,681,089Total
                  Liabilities and
                  Stockholders' Deficit
              
              $
              4,217,712
              
              
              $
              3,834,337




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






2




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




STATEMENTS
      OF
      OPERATIONS




Unaudited





For
                the Three Months Ended
              30
                November2007
            
            
            For
                the Three Months Ended
              30
                November
                2006
            
            
            For
                the Period from Inception
                to
              30
                November
                2007REVENUEInterest
                income
            
            $
            89,332
            
            
            $
            1,693
            
            
            $
            228,486EXPENSESStock
                based
                compensation
            
            
            170,167
            
            
            
            -
            
            
            
            4,489,560Financial
            
            
            52,472
            
            
            
            16
            
            
            
            83,337Office
                and
                general
            
            
            18,673
            
            
            
            10,959
            
            
            
            107,608Salaries
                and
                wages
            
            
            14,372
            
            
            
            11,859
            
            
            
            192,476Professional
                fees
            
            
            9,973
            
            
            
            17,013
            
            
            
            116,618Rent
            
            
            6,000
            
            
            
            6,000
            
            
            
            30,000Advertising
                and
                promotion
            
            
            -
            
            
            
            -
            
            
            
            350,000271,657
            
            
            
            45,847
            
            
            
            5,369,599





NET
                LOSS
            
            $
            (182,325
            )
            
            $
            (44,154
            )
            
            $
            (5,141,113
            )EARNINGS
                (LOSS) PER WEIGHTED
                NUMBER OF SHARES OUTSTANDING - BASIC AND DILUTED
            
            $
            0.00
            
            
            $
            0.00WEIGHTED
                AVERAGE NUMBER OF SHARES
                OUTSTANDING - BASIC AND DILUTED
            
            
            62,013,856
            
            
            
            60,390,000









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






3




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




STATEMENTS
      OF CASH
      FLOWS




Unaudited





For
                the Three Months Ended
              30
                November
                2007
            
            
            For
                the Period from Inception
                to
              30 November
                2007CASH
                FLOWS FROM OPERATING
                ACTIVITIESNet
                loss
            
            $
            (182,325
            )
            
            $
            (5,141,113
            )Adjustment
                to reconcile net
                earnings to net cash provided by operating
                activitiesCommon
                shares issued for services
                and accounts payable
            
            
            -
            
            
            
            4,686,166Stock
                options
                compensation
            
            
            170,176
            
            
            
            482,149Accrued
                interest on convertible
                note
            
            
            17,568
            
            
            
            17,568Changes
                in operating assets and
                liabilities:Prepaid
                expenses
            
            
            -
            
            
            
            (1,237
            )Accounts
                payable and accrued
                liabilities
            
            
            11,223
            
            
            
            60,591Notes
                receivable
            
            
            -
            
            
            
            (820
            )CASH
                FLOWS PROVIDED BY OPERATING
                ACTIVITIES
            
            
            16,642
            
            
            
            103,304Production
                advances and
                accrued interest
            
            
            (93,432
            )
            
            
            (3,914,876
            )CASH
                FLOWS USED IN INVESTING
                ACTIVITIES
            
            
            (93,432
            )
            
            
            (3,914,876
            )CASH
                FLOWS FROM FINANCING
                ACTIVITIESAdvances
                from
                shareholder
            
            
            (91,700
            )
            
            
            (27,559
            )Proceeds
                from advances from
                related parties
            
            
            34,904
            
            
            
            2,065,512Issuance
                of common stock, net of
                financing fees
            
            
            -
            
            
            
            1,649,969Proceeds
                from convertible
                debenture
            
            
            125,000
            
            
            
            125,000CASH
                FLOWS (USED IN) PROVIDED BY
                FINANCING ACTIVITIES
            
            
            68,204
            
            
            
            3,812,922NET
                (DECREASE) INCREASE IN
                CASH
            
            
            (8,586
            )
            
            
            1,350CASH,
                BEGINNING OF
                YEAR
            
            
            9,936
            
            
            
            -CASH,
                END OF
                YEAR
            
            $
            1,350
            
            
            $
            1,350




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




4




RED
        ROCK PICTURES HOLDINGS
        INC.
  (A
        Development Stage
        Company)
  NOTES
        TO THE FINANCIAL
        STATEMENTS
  Unaudited
  Three
        Months Ending 30
        November 2007 and 2006







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 thebusiness
      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 foras
      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
      ofRed
      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
      owns100%
      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.   
BASIS
        OF
        PRESENTATION






The
        accompanying unaudited interim financial
        statements
        have been prepared in accordance with accounting principles generally accepted
        in the U.S. for interim financial information and with the instructions to
        Form
        10-QSB and item 310 under subpart A of Regulation S-B. Accordingly,
        they do not include all of the
        information and footnotes required by generally accepted accounting principles
        for complete financial statements. In the opinion of management, all adjustments
        (consisting of normal recurring accruals) considered necessary
        for a fair presentation have been
        included. Operating results for the three month period ended 30 November
        2007
        are not necessarily indicative of the results that may be expected for the
        year
        ending 31 August 2008. For further information, refer tothe
        financial statements and footnotes
        thereto included in the Company’s
        annual report on Form 10-KSB for the
        year ended 31 August 2007.










5


RED
        ROCK PICTURES HOLDINGS
        INC.
  (A
        Development Stage
        Company)
  NOTES
        TO THE FINANCIAL
        STATEMENTS
  Unaudited
  Three
          Months Ending 30
          November 2007 and 2006







3.   
      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 experiencedlosses 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.




4.    
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
      futureperformance
      through awards of Options and
      Restricted Stock.




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.






6


RED
        ROCK PICTURES HOLDINGS
        INC.
  (A
        Development Stage
        Company)
  NOTES
        TO THE FINANCIAL
        STATEMENTS
  Unaudited
  Three
          Months Ending 30
          November 2007 and 2006





4.    
STOCK
        OPTION AND EQUITY INCENTIVE PLAN
        (CONTINUED)






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 of5years;
      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.




5.    
CONVERTIBLE
      NOTE PAYABLE






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
      shallbe
      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
      September 2007, the Company executed
      a convertible note payable with IFG for $400,000 plus interest at the rate
      of
      ten percent per annum.  The Company received $125,000 of the $400,000
      during thequarter, the
      balance of the funds remain outstanding.




As
      collateral for the convertible note
      payable the Company issued 3,000,000 shares of the Company common stock, which
      were registered in the Company's SB2 Registration Statement on 31 August
      2007.  Inthe
      event that the Company defaults, the IFG may immediately release the shares
      in
      full satisfaction of the Note. In the event that the note is paid in full prior
      to or upon maturity the shares shall be returned to the
      Company.








7




RED
        ROCK PICTURES HOLDINGS
        INC.
  (A
        Development Stage
        Company)
  NOTES
        TO THE FINANCIAL
        STATEMENTS
  Unaudited
  Three
          Months Ending 30
          November 2007 and 2006




6.    
SUPPLEMENTAL
        CASH FLOWINFORMATION






During
        the three months ended 30
        November 2007 and for the period from the date of inception (18 August 2006)
        to
        30 November 2007 there was no interest or taxes paid by the
        Company.











8




Item
      2. Management’s Discussion or Plan
      of Operation





Certain
      statements contained in this
      quarterly filing, including, without limitation, statements containing the
      words
“believes”, “anticipates”, “expects” and words of similar import, constitute
      forward-looking statements. Such forward-looking statements involve known and
      unknown risks, uncertainties and other factors that may cause the actual
      results, performance or achievements of the Company, or industry results, to
      be
      materially different from any future results, performance or achievements
      expressed or implied by such forward-looking statements.





Such
      factors include, among others, the
      following: international, national and local general economic and market
      conditions: demographic changes; the ability of the Company to sustain, manage
      or forecast its growth; the ability of the Company to successfully make and
      integrate acquisitions; raw material costs and availability; new product
      development and introduction; existing government regulations and changes in,
      or
      the failure to comply with, government regulations; adverse publicity;
      competition; the loss of significant customers or suppliers; fluctuations and
      difficulty in forecasting operating results; changes in business strategy or
      development plans; business disruptions; the ability to attract and retain
      qualified personnel; the ability to protect technology; and other factors
      referenced in this and previous filings.





Given
      these uncertainties, readers are
      cautioned not to place undue reliance on such forward-looking statements. 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 22 November 2004 as a development stage company in the business of
      mineral exploration.  On 3 December 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. The Company has entered into agreements to fund and co-fund
      production of a slate of National Lampoon branded, moderately budgeted
      films.  As of 30 November 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.








9









The
      Company intends to enter into
      agreements to fund and co-produce a slate of National Lampoon mid-budget films.
      As of 30 November 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
      pre-sold 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.




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.




Results
      of
      Operations





Comparative
      Analysis for the three month
      period ending 30 November 2007:





Interest
      income for the three months
      ended 30 November 2007 was $89,332 and $1,693 for the three month period ended
      30 November 2006.  This income was recognized as accrued interest from
      production advances.  The production advances were the primary use of
      proceeds for the equity raised since the Company’s inception. Increase from
      second quarter due to increased production advances during the
      quarter.





Office
        and general expenses for the
        three months ended 30 November 2007 were $18,673and
        $16,959forthe
        three month period ended November
        30,
        2006.  These expenses were primarily attributable to the payment for
        insurance coverage and other general office expenses.  Professional
        fees for the three months ending 30 November 2007 were $9,973 and $17,013
        for
        the three month
        period ended 30 November
        2006.  These fees are attributable to legal, accounting and auditing
        services. Rent for the three months ending 30 November 2007 and 30 November
        2006
        was $6,000 per quarter. Salaries and wages for the three months ending 30
        November 2007were $14,372
        and $11,859 for the three month period ended 30 November 2006. Stock based
        compensation expenses for the three months ending 30 November 2007 was 170,167
        and $0 for the three month period ended 30 November 2006. For the
        three
        months ending 30 November 2007, we had
        a net loss of $(182,325) and $(44,154) for the three month period ended 30
        November 2006.  The net loss is primarily attributable to expenses
        partially offset by interest income. Increase in net loss compared tothe
        second quarter primarily due to stock
        compensation issued in the quarter of $170,167.


During
      the period ending 30 November
      2007, we had no provision for income taxes due to the net operating losses
      incurred.






10





Liquidity
      and Capital
      Resources




As
        of 30 November 2007 we had $1,350 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 currentexpenses 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 needto
        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 yearended 31 August  2007and
        executed during the first quarter
        ended 30 November 2007.
  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 shallbe
        setat
        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 andthe
        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
        September 2007, the Company executed
        a convertible note payable with IFG for $400,000 plus interest at the rate
        of
        ten percent per annum.  The Company received $125,000 of the $400,000
        during the quarter, the
        balance of the funds remain outstanding.




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.





Item
      3. Controls and
      Procedures




We
      maintain disclosure controls and
      procedures that are designed to be effective in providing reasonable assurance
      that information required to be disclosed in our reports under the Securities
      Exchange Act of 1934 is recorded, processed, summarized and reported within
      the
      time periods specified in the rules and forms of the SEC, and that such
      information is accumulated and communicated to our management to allow timely
      decisions regarding required disclosure.





In
      designing and evaluating disclosure
      controls and procedures, management recognizes that any controls and procedures,
      no matter how well designed and operated, can provide only reasonable, not
      absolute assurance of achieving the desired objectives. Also, the design of
      a
      control system must reflect the fact that there are resource constraints and
      the
      benefits of controls must be considered relative to their costs. Because of
      the
      inherent limitations in all control systems, no evaluation of controls can
      provide absolute assurance that all control issues and instances of fraud,
      if
      any, have been detected. These inherent limitations include the realities that
      judgments in decision-making can be faulty and that breakdowns can occur because
      of simple error or mistake. The design of any system of controls is based,
      in
      part, upon certain assumptions about the likelihood of future events and there
      can be no assurance that any design will succeed in achieving its stated goals
      under all potential future conditions.






11





As
      of the end of the period covered by
      this report, we carried out an evaluation, under the supervision and with the
      participation of management, including our chief executive officer and principal
      financial officer, of the effectiveness of the design and operation of our
      disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e)
      of the Exchange Act. Based upon that evaluation, management concluded that
      our
      disclosure controls and procedures are effective to cause the information
      required to be disclosed by us in reports that we file or submit under the
      Exchange Act is recorded, processed, summarized and reported within the time
      periods prescribed by SEC, and that such information is accumulated and
      communicated to management, including our chief executive officer and principal
      financial officer, as appropriate, to allow timely decisions regarding required
      disclosure.








PART
      II - OTHER
      INFORMATION




Item
      1. Legal
      Proceedings.




The
      Company is currently not a party to
      any pending legal proceedings and no such action by, or to the best of its
      knowledge, against the Company has been threatened.




Item
      2. Unregistered Sales of Equity
      securities and Use of Proceeds.




None.





Item
      3. Defaults Upon Senior
      Securities.




None




Item
      4. Submission of Matters to a Vote
      of Security Holders.




None





Item
      5. Other
      Information.




None




Item
      6. Exhibits




(a)
            Reports
                on Form 8-K and Form
                8K-A•
            8k
                filed 29 October 2007 based on
                the change of name by our independent auditor(b)
            ExhibitsExhibit
                Number
            Exhibit
                Title31.1
            Certification
                of Robert Levy
                pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section
                302 of
                the Sarbanes-Oxley Act of 2002.31.2
            Certification
                of Lorraine Evanoff
                pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section
                302 of
                the Sarbanes-Oxley Act of 2002.32.1
            Certification
                of Robert Levy
                pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section
                906 of
                the Sarbanes-Oxley Act of 2002.32.2
            Certification
                of Lorraine Evanoff
                pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section
                906 of
                the Sarbanes-Oxley Act of
                2002.






12






SIGNATURES




In
      accordance with Section 13 or 15(d)
      of the Exchange Act, the registrant caused this report to be signed on its
      behalf by the undersigned, there unto duly authorized.






RED
                ROCK PICTURES HOLDINGS,
                INC.RegistrantDate:
                16 January
                2008
            By:
                /s/ Robert
                LevyRobert
                LevyPresident,
                Chief Executive
                Officer, and Director





RED
                  ROCK PICTURES HOLDINGS,
                  INC.RegistrantDate:
                  16 January
                  2008
              By:
                  /s/ Lorraine
                  EvanoffLorraine
                  EvanoffChief Financial
                  Officer