**UNITED STATES SECURITIES AND EXCHANGE COMMISSION					Washington, D.C. 20549					FORM 10-QSB					(Mark One)**

| [X] | **Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.** |
|-----|----------------------------------------------------------------------------------------------|

**For the quarterly period ended November 30, 2006.					or**

| [  ] | **Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.** |
|----------------|-----------------------------------------------------------------------------------------------|

**Commission file number 333-108690RED 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, 3rd Floor, Los Angeles, California** | **90046**                                                                                                                                                                               |
| (Address of principal executive offices)                      | (Zip 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  [  ]    No [  ]				Indicate by check mark whether the registrant is a shell company as defined in Rule 12b-2 of the Exchange Act.  Yes [  ]   No [  ]				State the number of shares outstanding of each of the issuer’s classes of common equity, as of January 19, 2007: 61,910,000 shares of common stock.

1

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**RED ROCK PICTURES HOLDINGS, INC.					FINANCIAL STATEMENTS					INDEX**

**PART I-- FINANCIAL INFORMATION**

| Item 1.            | Financial Statements                                            | 3  |
|--------------------|-----------------------------------------------------------------|----|
|          |                                                            |    |
| Item 2.            | Management’s Discussion and Analysis or Plan of Operation | 13 |
|     |                                                            |    |
| Item 3.            | Control and Procedures                                          | 15 |
| Item 1.            | Legal Proceedings                                           | 15 |
|--------------------|-------------------------------------------------------------|----|
|          |                                                        |    |
| Item 2.            | Unregistered Sales of Equity securities and Use of Proceeds | 15 |
|          |                                                        |    |
| Item 3.            | Defaults Upon Senior Securities                             | 15 |
|          |                                                        |    |
| Item 4.            | Submission of Matters to a Vote of Security Holders         | 15 |
|     |                                                        |    |
| Item 5.            | Other Information                                           | 15 |
|     |                                                        |    |
| Item 6.            | Exhibits                                                    | 16 |

2

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3

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**RED ROCK PICTURES HOLDINGS INC.						(A Development Stage Company)						CONSOLIDATED BALANCE SHEETS						AS AT 30 NOVEMBER**
|                                             | November 30, |      | August 31, |        |
|--------------------------------------------------|--------------|-----------|------------|--------|
|                                             | 2006         |      | 2006       |        |
|                                                  |              |           |            |        |
|                                             | (Unaudited)  |      | (Audited)  |        |
| ASSETS                                           |         |      |       |        |
| Current Assets:                                  |         |      |       |   |   |  |
| Cash                                             | $            | 10,707    |       | $      | 1,085 |  |
| Notes receivable                                 |         | 693       |       |   | 820 |  |
| Prepaid expenses                                 |         | 2,137     |       |   | - |  |
|                                                  |              |           |            |        |
|                                                  |              |           |            |        |  |  |
|                                   |         |      |       |   |   |  |
| Total Current Assets                             |         | 13,537    |       |   | 1,905 |  |
|                                                  |              |           |            |        |
|                                   |         |      |       |   |   |  |
| Production advances and accrued interest         |         | 1,011,642 |            |   |   - |  |
|                                                  |              |           |            |        |
|                                   |         |      |       |   |   |  |
| Total Assets                                     | $            | 1,025,179 |       | $      | 1,905 |  |
|                                                  |              |           |            |        |
| LIABILITIES AND STOCKHOLDERS' EQUITY             |         |      |       |   |   |  |
| Current Liabilities:                             |         |      |       |   |   |  |
| Accounts payable and accrued liabilities         | $            | 37,894    |       | $      | 19,635 |  |
| Advances from related party                      |         | 753,235   |       |   | 4,031 |  |
|                                                  |              |           |            |        |
|                                   |         |      |       |   |   |  |
| Total Current Liabilities                        |         | 791,129   |       |   | 23,666 |  |
|                                                  |              |           |            |        |
|                                   |         |      |       |   |   |  |
| Stockholders' Equity:                            |         |      |       |   |   |  |
| Capital stock                                    |         | 60,470    |       |   | 60,350 |  |
| Additional paid in capital                       |         | 299,845   |       |   | - |  |
| Deficit Accumulated during the development stage |         | (126,265  | )          |   | (82,111 | ) |
|                                   |         |      |       |   |   |  |
| Total Stockholders' Equity (Deficit)             |         | 234,050   |            |   | (21,761 | ) |
|                                   |         |      |       |   |   |  |
| Total Liabilities and Stockholders’ Equity | $            | 1,025,179 |       | $      | 1,905 |  |
|                                                  |              |           |            |        |

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**RED ROCK PICTURES HOLDINGS INC.						(A Development Stage Company)						CONSOLIDATED STATEMENTS OF OPERATIONS 					FOR THE THREE MONTHS ENDED NOVEMBER 30, 2006 AND FROM AUGUST 18, 2006					(DATE OF INCEPTION) TO AUGUST 31, 2006  					(Unaudited)**
|                                        | THREE							MONTHS							ENDED							NOVEMBER 30,							2006 |       | AUGUST 18,							2006 (DATE							OF INCEPTION)							TO AUGUST 31,							2006 |        |
|---------------------------------------------|--------------------------------------------------------------|------------|--------------------------------------------------------------------------------|--------|
|                                             |                                                              |            |                                                                                |        |
|                              |                                                         |       |                                                                           |        |
| Revenue:                                    |                                                              |            |                                                                                |        |  |  |
| Interest income                             | $                                                            | 1,693      |                                                                                |        | - |  |
|                                             |                                                              |            |                                                                                |        |
| Expenses:                                   |                                                         |       |                                                                           |   |   |  |
| Professional fees                           |                                                              | 17,013     |                                                                           |   | 15,008 |  |
| Office and general                          |                                                         | 16,959     |                                                                           |   | 602 |  |
| Salaries and wages                          |                                                         | 11,859     |                                                                           |   | - |  |
| Financial                                   |                                                         | 16         |                                                                           |   | - |  |
|                                        |                                                         | 45,847     |                                                                           |   | 15,610 |  |
|                              |                                                         |       |                                                                           |   |   |  |
| Net loss                                    | $                                                            | (44,154    | )                                                                              | $      | (15,610 | ) |
|                                             |                                                              |            |                                                                                |        |
|                              |                                                         |       |                                                                           |   |   |  |
| Net loss per common share:                  |                                                         |       |                                                                           |   |   |  |
| Basic and diluted                           | $                                                            | (0.00      | )                                                                              | $      | (0.00 | ) |
|                                             |                                                              |            |                                                                                |        |
| Weighted average common shares outstanding: |                                                         |       |                                                                           |   |   |  |
| Basic and diluted                           |                                                         | 60,390,000 |                                                                           |   | 60,350,000 |  |
|                                             |                                                              |            |                                                                                |        |

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**RED ROCK PICTURES HOLDINGS INC.						(A Development Stage Company)						CONSOLIDATED STATEMENTS OF CASH FLOWS					FOR THE THREE MONTHS ENDED NOVEMBER 30, 2006 AND FROM AUGUST 18, 2006					(DATE OF INCEPTION) TO AUGUST 31, 2006  					(Unaudited)**
|                                         |   | THREE							MONTHS							ENDED							NOVEMBER 30,							2006 |       | AUGUST 18,							2006							(DATE OF							INCEPTION)							TO AUGUST 31,							2006 |   |
|----------------------------------------------|--------|--------------------------------------------------------------|------------|--------------------------------------------------------------------------------------|--------|
|                                              |        |                                                              |            |                                                                                      |        |
| Cash Flows from Operating Activities:        |   |                                                         |       |                                                                                 |   |   |   |
| Net loss                                     |   | $                                                            | (44,154    | )                                                                                    | $      | (15,610 | ) |
| Changes in operating assets and liabilities: |   |                                                         |            |                                                                                 |   |   |   |
| Notes receivable                             |   |                                                         | 127        |                                                                                      |   | (820 | ) |
| Prepaid expenses                             |   |                                                         | (2,137     | )                                                                               |   | 900 |  |
| Accounts payable & accrued liabilities   |   |                                                         | 18,259     |                                                                                 |   | 14,535 |   |
|                                              |        |                                                              |            |                                                                                      |        |
| Net cash used in operating activities        |   |                                                         | (27,905    | )                                                                                    |   | (995 | ) |
|                                         |   |                                                         |            |                                                                                 |   |   |   |
| Cash Flows from Financing Activities:        |   |                                                         |            |                                                                                 |   |   |   |
| Issuance of common stock                     |   |                                                         | 299,965    |                                                                                 |   | 2,080 |   |
| Advances from related party                  |        |                                                              | 749,204    |                                                                                      |        |  |  |
|                                              |        |                                                              |            |                                                                                      |        |
|                                         |   |                                                         | 1,049,169  |                                                                                 |   | 2,080 |   |
| Cash Flows from Investing Activities:        |   |                                                         |            |                                                                                 |   |   |   |
| Production advances and accrued interest     |   |                                                         | (1,011,642 | )                                                                                    |   | - |  |
|                                              |        |                                                              |            |                                                                                      |        |
|                                         |   |                                                         |            |                                                                                 |   |   |   |
| Net increase in cash                         |   |                                                         | 9,622      |                                                                                      |   | 1,085 |   |
|                                         |   |                                                         |            |                                                                                 |   |   |   |
| Cash - beginning of period                   |   |                                                         | 1,085      |                                                                                 |   | – |   |
|                                              |        |                                                              |            |                                                                                      |        |
|                                         |   |                                                         |            |                                                                                 |   |   |   |
| Cash - end of period                         |   | $                                                            | 10,707     |                                                                                 | $      | 1,085 |   |
|                                              |        |                                                              |            |                                                                                      |        |

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**RED ROCK PICTURES HOLDINGS INC.						(A Development Stage Company)					NOTES TO CONSOLIDATED FINANCIAL STATEMENTS					NOVEMBER 30, 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 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.

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**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 Income* that 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.

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**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 period ended 30 November 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.**Revenue Recognition**The Company's royalty revenues are generally recognized when received or when earned under the terms of the associated royalty agreement and when the collection of such revenue is reasonably assured.  Interest revenue is recognized as earned.**Production Advances and Accrued Interest**Production advances are record at the lower of actual and recoverable amount, including accrued interest.**Recent Accounting Pronouncements**In May 2003, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 150, *Accounting for Certain Financial Instruments With Characteristics of Both Liabilities and Equity*.  This standard requires issuers to classify as liabilities the following three types of freestanding financial instruments: (1) mandatory redeemable financial instruments, (2) obligations to repurchase the issuer's equity shares by transferring assets; and (3) certain obligations to issue a variable number of shares.  The Company adopted SFAS No. 150 during the period ended 30 November 2006.  The adoption of SFAS No. 150 did not have a material impact on the financial position or results of operations of the Company.						In November 2004, the FASB issued SFAS No. 151,*Inventory Costs*, an amendment of Accounting Research Bulletin (“ARB”) No. 43, Chapter 4, *Inventory Pricing*.  SFAS No. 151 amends the guidance in ARB No. 43, Chapter 4 to clarify the accounting for abnormal amounts of idle facility expense, freight, handling costs, and spoilage.  This statement requires that those items be recognized as current period charges regardless of whether they meet the criterion of “so abnormal” which was the criterion specified in ARB No. 43.  In addition, this statement requires that allocation of fixed production overheads to the cost of production be based on normal capacity of the production facilities.  The Company adopted this pronouncement and does not expect the adoption to have a material impact on the financial condition or results of operations for current or future periods.

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**3.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)**
> 
**Recent Accounting Pronouncements (Continued)**In December 2004, the FASB issued SFAS 123(R), *Share-Based Payment*.  SFAS 123(R) amends SFAS 123 and APB No. 25.  SFAS 123(R) requires that the cost of share-based payment transactions (including those with employees and non-employees) be recognized in the financial statements.  SFAS 123(R) applies to all share-based payment transactions in which an entity acquires goods or services by issuing (or offering to issue) its shares, share options, or other equity instruments or by incurring liabilities (1) in amounts based (even in part) on the price of the entity’s shares or other equity instruments, or (2) that require (or may require) settlement by the issuance of an entity’s shares or other equity instruments.  This statement is effective (1) for public companies qualifying as SEC small business issuers, as of the first interim period or fiscal year beginning after 15 December 2005, or (2) for all other public companies, as of the first interim period or fiscal year beginning after 15 June 2005, or (3) for all nonpublic entities, as of the first fiscal year beginning after 15 December 2005.  Management does not expect the adoption of this new standard to have a significant impact on the results of operations or financial position.						In December 2004, the FASB issued SFAS 153, *Exchanges of Non Monetary Assets*, an amendment to Opinion No. 29, *Accounting for Non Monetary Transactions*.  Statement 153 eliminates certain differences in the guidance in Opinion No. 29 as compared to the guidance contained in standards issued by the International Accounting Standards Board.  The amendment to Opinion No. 29 eliminates the fair value exception for non monetary exchanges of similar productive assets and replaces it with a general exception for exchanges of non monetary assets that do not have commercial substance.  Such an exchange has commercial substance if the future cash flows of the entity are expected to change significantly as a result of the exchange.  SFAS 153 is effective for non monetary asset exchanges occurring in periods beginning after 15 June 2005.  Earlier application is permitted.  Management does not expect adoption of SFAS 153 to have a significant impact on the Company’s financial statements.						In March 2005, the FASB issued FASB Interpretation (FIN) No. 47, *Accounting for Conditional Assets Retirement Obligations—An Interpretation of FASB Statement No. 143*.  FIN 47 requires an entity to recognize a liability for the fair value of a conditional asset retirement obligation when incurred if the liability's fair value can be reasonably estimated.   Management does not expect the adoption of this new standard to have a significant impact on the results of operations or financial position.						In June 2005, the FASB issued SFAS No. 154, *Accounting Changes and Error Corrections* which changes the requirements for the accounting for and reporting of voluntary changes in accounting principle.  SFAS 154 requires retrospective application to prior periods’ financial statements of changes in accounting principles, unless impracticable.  SFAS 154 supersedes Accounting Principles Board Opinion No. 20, *Accounting Change* (APB 20), which previously required that most voluntary changes in accounting principle be recognized by including in the current period’s net income the cumulative effect of changing to the new accounting principle.  SFAS 154 also makes a distinction between retrospective application of an accounting principle and the restatement of financial statements to reflect correction of an error. SFAS 154 carries forward without changing the guidance contained in APB 20 for reporting the correction of an error in previously issued financial statements and a change in accounting estimate. SFAS 154 applies to voluntary changes in accounting principle that are made in fiscal years beginning after 15 December 2005.  Management does not expect that the adoption of SFAS 154 will have a significant impact on the financial condition or results of operations.

**4.       NOTES RECEIVABLE**
> 
The notes are receivable from certain founders of the Company in consideration for 680,000 common stock issued at $0.001.  The notes bear interest at 6.75% per annum and are due on demand.

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> 
The advances to the related party described in note 5, bear interest at a rate of 10% per annum, are unsecured and repayable from 100% of any and all net revenues from each picture.  Production advances amount to $1,009,962 and accrued interest totals $1,680; for a combined amount of $1,011,642.****

**6.       ADVANCES FROM SHAREHOLDER**
> 
The advances from a shareholder, to fund operating expenses, are non‐interest bearing, unsecured and are due on demand.

**7.      RELATED PARTY TRANSACTION**
> 
The Company has provided financing for films being produced by a minority corporate shareholder.

**9.       COMMITMENTS AND CONTINGENCY**
> 
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 film production costs for the related party referred to in note 7.  The Company is committed to finance each film up to an amount of $2,000,000 per film.

**10.     CAPITAL STOCK**
> 
Authorized

     75,000,000 

common stock, $0.001 par value

     5,000,000 

preferred stock, $0.001 par value

Issued

     60,470,000 

Common stock

$            60,470
					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 27 October 2006, the Company issued 120,000 private placement common shares to an investment group at an issue price of $2.50 per share.

**11.     SUPPLEMENTAL CASH FLOW INFORMATION**
> 
During the period ended 30 November 2006, there was no interest or taxes paid by the Company.

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> 
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 30 November 2006, 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.

**13.     SUBSEQUENT EVENTS**
> 
In December 2006, the Company issued 240,000 private placement common shares to investment groups at an issue price of $2.50 per share.					In December 2006, the Company adopted the 2006 Equity Incentive Plan and as such issued 1,200,000 to certain individuals as compensation for future services.

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**Proposed Milestones to Implement Business Operations**

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**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.**On October 27, 2006, the Company issued 120,000 private placement common shares to an investment group at an issue price of $2.50 per share.				In December 2006, the Company issued 240,000 private placement common shares to investment groups at an issue price of $2.50 per share.				In December 2006, the Company adopted the 2006 Equity Incentive Plan and as such issued 1,200,000 to certain individuals as compensation for future services.**Item 3. Defaults Upon Senior Securities.**None**Item 4. Submission of Matters to a Vote of Security Holders.**No matter was submitted during the quarter ending November 30, 2006, covered by this report to a vote of the Company’s shareholders, through the solicitation of proxies or otherwise.**Item 5. Other Information.**None**Item 6. Exhibits**

> 
31.1 Certification pursuant to Section 302 of Sarbanes Oxley Act of 2002 					32.1 Certification pursuant to Section 906 of Sarbanes Oxley Act of 2002 

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**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.**                                                                                                                                                  |
|------------------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                   | Registrant                                                                                                                                                                            |
|         |                                                                                                                                                                                  |
| Date: January 19, 2007 | By: /s/ Robert Levy                            |
|                   | Robert Levy                                                                                                                                                                           |
|                   | President, Chief Executive Officer and                                                                                                                                                |
|                   | Chief Financial Officer (Principal Accounting Officer)                                                                                                                                |

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