**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: **May 31, 2007**






            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, 3rd
                Floor, 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  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 July 3, 2007: 62,842,495 shares of common stock.












**RED
      ROCK PICTURES HOLDINGS, INC.**


**(A
      DEVELOPMENT STAGE COMPANY)**




**Form
      10-QSB**






**For
      the Quarter Ended May 31, 2007**




___________________




**TABLE
      OF CONTENTS**


___________________




Page**PART
                I - FINANCIAL INFORMATION**Item
                1.
            Consolidated
                Financial StatementsConsolidated
                Balance Sheets
            3Consolidated
                Statements of Operations
            4Consolidated
                Statements of Cash Flows
            5Notes
                to Consolidated Financial Statements
            6Item
                2.
            Management’s
                Discussion & Analysis or Plan of Operation
            10Item
                3.
            Controls
                and Procedures
            13**PART
                II - OTHER INFORMATION**Item
                1.
            Legal
                Proceedings
            13Item
                2.
            Unregistered
                Sales of Equity securities and Use of Proceeds
            13Item
                3.
            Defaults
                Upon Senior Securities
            13Item
                4.
            Submission
                of Matters to a Vote of Security Holders
            13Item
                5
            Other
                Information
            14Item
                6.
            Exhibits
            14








2




**RED
        ROCK PICTURES HOLDINGS INC.**
 **CONSOLIDATED
        BALANCE SHEETS**
 **(A
        DEVELOPMENT STAGE COMPANY)**


**May
                  31,**
                **2007**
              
              **August
                  31,**
                **2006****ASSETS**
              **(Unaudited)**
              
              **(Audited)**CURRENT
                  ASSETSCash
                  and cash equivalents
              
              $
              2,357
              
              
              $
              1,085Notes
                  receivable
              
              
              -
              
              
              
              820Prepaid
                  expenses
              
              
              2,137
              
              
              
              -Total
                  Current Assets
              
              
              4,494
              
              
              
              1,905Production
                  advances and accrued interest
              
              
              1,794,885
              
              
              
              -TOTAL
                  ASSETS
              
              $
              1,799,379
              
              
              $
              1,905**LIABILITIES
                  AND STOCKHOLDERS’ EQUITY**CURRENT
                  LIABILITIESAccounts
                  payable and accrued liabilities
              
              $
              52,121
              
              
              $
              19,635Advances
                  from shareholder
              
              
              16,031
              
              
              
              4,031TOTAL
                  LIABILITIES
              
              
              68,152
              
              
              
              23,666STOCKHOLDERS’
                  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, 62,462,495
                  shares
                  outstanding
              
              
              62,462
              
              
              
              60,350Additional
                  paid-in capital
              
              
              5,078,569
              
              
              
              -Deficit
                  accumulated during the development stage
              
              
              (3,409,804
              )
              
              
              (82,111
              )TOTAL
                  STOCKHOLDERS’ EQUITY (DEFICIT)
              
              
              1,731,227
              
              
              
              (21,761
              )TOTAL
                  LIABILITIES AND STOCKHOLDERS’ EQUITY
              
              $
              1,799,379
              
              
              $
              1,905




_______________
 See
        accompanying notes to these financial statements.




3




**RED
        ROCK PICTURES HOLDINGS INC.**
 **CONSOLIDATED
        STATEMENTS OF OPERATIONS**
  **(A
        DEVELOPMENT STAGE COMPANY)**
  **(Unaudited)**




**Three
                  Months**
                **Ended**
                **May
                  31,**
                **2007**
              
              **Nine
                  Months**
                **Ended**
                **May
                  31,**
                **2007**
              
              **For
                  the**
                **Period
                  From**
                **August
                  18, 2006**
                **(Date
                  of**
                **Inception)
                  to**
                **May
                  31,**
                **2007**REVENUEInterest
                  income
              
              $
              42,990
              
              
              $
              57,144
              
              
              $
              57,144EXPENSESFinancial
              
              
              -
              
              
              
              257
              
              
              
              257Office
                  and general
              
              
              15,832
              
              
              
              63,519
              
              
              
              64,121Professional
                  fees
              
              
              28,485
              
              
              
              59,128
              
              
              
              74,136Rent
              
              
              6,000
              
              
              
              18,000
              
              
              
              18,000Salaries
                  and wages
              
              
              59,775
              
              
              
              126,126
              
              
              
              126,126Stock
                  based compensation
              
              
              141,806
              
              
              
              3,117,806
              
              
              
              3,117,806TOTAL
                  EXPENSES
              
              
              251,898
              
              
              
              3,384,836
              
              
              
              3,400,446NET
                  LOSS
              
              $
              (208,908
              )
              
              $
              (3,327,692
              )
              
              $
              (3,343,302
              )Loss
                  per common share, basic and diluted
              
              $
              (0.00
              )
              
              $
              (0.05
              )Weighted
                  average shares outstanding, basic and diluted
              
              
              61,199,353
              
              
              
              61,412,020




_______________
 See
        accompanying notes to these financial statements.




4




**RED
        ROCK PICTURES HOLDINGS INC.**
  **CONSOLIDATED
        STATEMENTS OF CASH FLOWS**
  **(A
        DEVELOPMENT STAGE COMPANY)**
  **(Unaudited)**


**Nine
                  Months Ended**
                **May
                  31,**
                **2007**
              
              **For
                  the**
                **Period
                  From**
                **August
                  18, 2006**
                **(Date
                  of**
                **Inception)
                  to**
                **May
                  31,**
                **2007**CASH
                  FLOWS FROM OPERATING ACTIVITIES:Net
                  Loss
              
              $
              (3,327,692
              )
              
              $
              (3,343,302
              )Adjustments
                  to reconcile net loss to net cash used by operating
                  activities:Stock
                  based compensation
              
              
              3,117,806
              
              
              
              3,117,806Changes
                  in Assets and Liabilities:Notes
                  receivable
              
              
              820
              
              
              
              820Prepaid
                  expenses
              
              
              (2,137
              )
              
              
              (2,137
              )Accounts
                  payable and accrued liabilities
              
              
              32,485
              
              
              
              47,100NET
                  CASH USED IN OPERATING ACTIVITIES
              
              
              (178,718
              )
              
              
              (179,713
              )CASH
                  FLOWS FROM INVESTING ACTIVITIES:Production
                  advances and accrued interest
              
              
              (1,794,885
              )
              
              
              (1,794,885
              )NET
                  CASH PROVIDED BY INVESTING ACTIVITIES
              
              
              (1,794,885
              )
              
              
              (1,794,885
              )CASH
                  FLOWS FROM FINANCING ACTIVITIES:Advances
                  shareholder
              
              
              12,000
              
              
              
              16,031Financing
                  fees
              
              
              (37,000
              )
              
              
              (37,000
              )Issuance
                  of common stock
              
              
              1,999,875
              
              
              
              2,001,955NET
                  CASH PROVIDED BY FINANCING ACTIVITES
              
              
              1,974,875
              
              
              
              1,964,955NET
                  CHANGE IN CASH & CASH EQUIVALENTS
              
              
              1,272
              
              
              
              2,357CASH
                  AND CASH EQUIVALENTS AT BEGINNING OF PERIOD
              
              
              1,085
              
              
              
              -CASH
                  AND CASH EQUIVALENTS AT END OF PERIOD
              
              $
              2,357
              
              
              $
              2,357






_______________
 See
        accompanying notes to these financial statements.
  5
  **RED
          ROCK PICTURES HOLDINGS INC.**
 **NOTES
          TO CONSOLIDATED FINANCIAL STATEMENTS**
 **MAY
          31, 2007**
  **(A
          DEVELOPMENT STAGE COMPANY)**
 **(Unaudited)**
  **1.     ORGANIZATION
          AND NATURE OF BUSINESS**
  **Nature
          of Business**
  Red
          Rock
          Pictures, Inc. was incorporated on August 18, 2006 under the laws of the
          State
          of Nevada and was acquired by Red Rock Pictures Holdings Inc. (the "Company")
          on
          August 31, 2006.  The Company is a development stage company that plans to
          engage in the business of 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 August 18, 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 August 31, 2006 and Maneki now owns
          100% of
          the equity interests of Red Rock Pictures, Inc.
  On
          October 31, 2006, Maneki Mining Inc. filed a certificate of amendment,
          changing
          the legal name of the corporation to Red Rock Pictures Holdings
          Inc.
  **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 and nine
          month
          period ended May 31, 2007 are not necessarily indicative of the results
          that may
          be expected for the year ending August 31, 2007. For further information,
          refer
          to the financial statements and footnotes thereto included in the Company’s
          annual report on Form 10-KSB for the year ended August 31, 2006.
  **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.
   6
  The
          Company's existence is dependent upon management's ability to develop profitable
          operations. Management anticipates the Company will attain profitable status
          through continued business development. 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.
  **3.     RECENT
          ACCOUNTING PRONOUNCEMENTS**
  In
          September 2006, the SEC issued 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
          November
          15, 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 FSP EITF 00-19-2, *Accounting for Registration
          Payment Arrangements* which 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 December 15, 2006 and
          interim
          periods within those fiscal years. The Company has adopted FSP 00-19-2
          and the
          effect on the financial statement is disclosed in note 5.
 
 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 November 15,
          2007.
          The adoption of SFAS 159 is not expected to have a material impact on the
          Company’s financial condition or results of operations.
 
 **4.     PRODUCTION
          ADVANCES AND ACCRUED INTEREST**
 
 The
          Company provides production financing to a related company that is a shareholder
          and 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 May 31, 2007 the Company had
          advanced $1,737,758 and has recorded $57,127 in accrued interest for a
          total of
          $1,794,885.  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 profits from the distribution of the respective picture.
 
 **5.     COMMITMENTS
          AND CONTINGENCY**
 
 In
          September 2006, the Company entered into a premises lease for a period
          of two
          years, commencing on September 6, 2006 and terminating on September 6,
          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.
 
 **6.     CAPITAL
          STOCK**
  On
          December 19, 2006, the Company adopted the 2006 Equity Incentive Plan 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 December 19, 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.
  7
  On
          February 19, 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 April 17, 2007.
  During
          the three months ended May 31, 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 and 108,475
          shares to Cornell, pursuant with Standby Equity Distribution Agreement
          with
          Cornell.  These shares were valued at their fair market value on the
          date of issue and have been recorded as a reduction of equity as the services
          relate to raising capital.
  **7.     STOCK
          OPTION AND EQUITY INCENTIVE PLAN**
  On
          February 12, 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.
  On
          February 14 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.
  The
          Company has adopted SFAS No. 123 (revised 2004), *Share-Based
          Payment* requiring 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 March 14, 2007.
  **8.     AGREEMENTS**
  On
          April
          5, 2007, the Company entered into a Standby Equity Distribution Agreement
          (“Agreement”) with Cornell Capital Partners, LP (“Cornell”). Pursuant to this
          Agreement, Cornell has committed to purchase up to $20,000,000 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 Cornell 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 Cornell, directly
          out
          of the gross proceeds of each Advance, an amount equal to 5% of the amount
          of
          each Advance.
   8
   On
          April
          5, 2007, the Company issued to Cornell a warrant to purchase 56,247 shares
          of
          the Company’s common stock at an exercise price of $2.6668 (the
“Warrant”).   In addition, the Company issued to Cornell 108,745
          shares of the Company’s common stock which are held in escrow until the earlier
          of (i) the effectiveness of the registration statement, as this term is
          defined
          in the registration rights agreement or (ii) 120 days from the date hereof
          (collectively referred to as the “Calculation Date”).  In the event that
          such calculation will result in the issuance of a greater number of shares
          of
          the Company’s common stock than Cornell’s shares, the Company shall issue to
          Cornell, Cornell’s shares and an additional number of shares of the Company’s
          common stock equal to the difference between the number of Cornell’s shares and
          Two Hundred Ninety Thousand Dollars ($290,000) divided by the volume weighted
          average price (“VWAP”) of the Company’s common stock, as quoted by Bloomberg,
          LP, on the Calculation Date.  In the event that Two Hundred Ninety Thousand
          Dollars ($290,000) divided by the VWAP of the Company’s common stock, as quoted
          by Bloomberg, LP, on the Calculation Date equals shares of the Company’s common
          stock in an amount less than the Cornell’s shares held in escrow, then the
          escrow agent shall return such Cornell’s shares to the Company’s transfer agent
          and request that they issue directly to the Cornell, within five business
          days
          of the Calculation Date, the reduced Cornell’s shares. Management does not plan
          to draw down any equity against this agreement at this time.
  The
          Company engaged Newbridge Securities Corporation to act as the Company’s
          exclusive placement agent in connection with the sale of the Company’s common
          stock to the Cornell.  As compensation for these services, the Company
          issued a total of 3,750 shares of the Company’s common stock.
  On
          July
          10, 2007, the Company entered into an Equity Distribution Agreement with
          International Funding Group, LLC (“IFG”) with terms similar to the agreement
          entered with Cornell with the following exceptions:
 
 ·
                The
                    total commitment with IFG is $25,000,000 versus $20,000,000 with
                    Cornell.
 ·
                The
                    Company will pay to IFG, directly out of the gross proceeds of
                    each
                    advance, an amount equal to three percent (3%) of the amount
                    of each
                    advance versus five percent (5%) to
                    Cornell.
 ·
                The
                    Company issued 100,000 shares of its common stock to IFG versus
                    108,745
                    shares of the Company’s common stock to Cornell.  The shares of
                    the Company’s common stock and warrants to Cornell are still payable
                    despite management’s intent not to draw down on the available
                    funds.
  **9.     SUBSEQUENT
          EVENTS**
 
 On
          June
          8, 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 (6%) 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, the Company issued to Williams-Laikin 520,833 shares of the company’s
          common stock which represents the number of shares computed by dividing
          $1,000,000 by $1.92 (the computed lowest 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.
 
 On
          June
          21, 2007, the Company granted 360,000 shares of its common stock to an
          employee
          for services rendered pursuant to the 2006 Equity Incentive Plan. The
          shares were issued for consulting services for mergers and acquisition
          and have
          been valued at the fair market value of the stock on the date of
          issue.
 
 On
          July
          6, 2007, the Company entered an Equity Distribution Agreement with International
          Funding Group, LLC (“IFG”) with terms similar to the agreement entered with
          Cornell with the following exceptions:
 
 ·
                The
                    total commitment with IFG is $25,000,000 versus $20,000,000 with
                    Cornell.
 ·
                The
                    Company will pay to IFG, directly out of the gross proceeds of
                    each
                    advance, an amount equal to three percent (3%) of the amount
                    of each
                    advance versus five percent (5%) to
                    Cornell.
 ·
                The
                    Company issued 100,000 shares of its common stock to IFG versus
                    108,745
                    shares of the Company’s common stock to Cornell.  The shares of
                    the Company’s common stock and warrants to Cornell are still payable
                    despite the termination.




9






**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 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 with Red Rock, we have succeeded to the business
        of
        Red Rock, which will be continued as our sole line of business. Based upon
        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 its own library and development activities as well as in partnership
        with
        outside producers. 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:
  We
        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.  We expect to have at least the first two
        completed within six months. Within the quarter ended May 31, 2007 we entered
        into agreements to fund and co-fund production on two National Lampoon branded,
        moderately budgeted films.  As of May 31, 2007, one film was in post
        production and another film was in production. The advances on films in post
        production are expected to be repaid in fiscal 2008 and revenues from the
        profit
        sharing arrangement is expected to begin in 2008. These films will be
        distributed by and through National Lampoon, focused primarily on the college
        audience, but marketed and distributed to the general population.  We
        intend 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, we 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.  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.
  10
   We
        intend
        to enter into agreements to fund and co-produce a slate of National Lampoon
        mid-budget films. As of May 31, 2007, no agreements yet have been made and
        identified to fund or co-produce.  However, it is our intent to enter
        into to release on 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).  We will share in all
        revenue generated from these pictures, including theatrical, home video (DVD),
        foreign sales, PPV/VOD, and television.
  In
        the
        fourth quarter of 2007 we will 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.  We will endeavor to set up a
        distribution agreement through one of the major or mini-major studios.  We
        will also work to set up a television output deal with one or more cable
        network.
  We
        will
        begin building and formalizing relationship with the talent community.  We
        intend to use our equity as incentives to build these relationships.  We
        intend 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 we will pursue as part of our plan is the acquisition of existing
        film
        properties and film and media related businesses.  We will work to build a
        library of films to leverage across all distribution platforms.  We feel
        that as distribution platforms continue to expand, there are opportunities
        to
        exploit content and generate revenue in a number of ways.  On May 15,
        2007, we entered into an agreement with The Shemano Group to act as a merger
        and
        acquisition consultant on a non-exclusive basis.  Their compensation
        is determined as a percentage of the purchase price of the
        acquisition.
  We
        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. We believe 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 May 31, 2007:
 
 Interest
        income for the three months ended May 31, 2007 was $42,990 (Three months
        ended
        February 28, 2007 - $12,461).  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
        third quarter.
 
 Office
        and general expenses for the three months ended May 31, 2007 were $15,832
        (Three
        months ended February 28, 2007 - $36,727).  These expenses were
        primarily attributable to the payment for insurance coverage and other general
        office expenses. Reduction from second quarter due to lower printing and
        reproduction costs in the third quarter.
 
 Professional
        fees for the three months ending May 31, 2007 were $28,485 (Three months
        ended
        February 28, 2007 - $13,630).    These fees are attributable
        to legal, accounting and auditing services.
 
 Rent
        for
        the three months ending May 31, 2007 was $6,000 (Three months ended February
        28,
        2007 - $6,000).
 
 Salaries
        and wages for the three months ending May 31, 2007 were $59,775 (Three months
        ended February 28, 2007 - $54,492)..
 
 Stock
        based compensation expenses for the three months ending May 31, 2007 were
        $456,792, including $314,986 for fees and services rendered for investment
        banking and placement agents and $141,806 for stock option issued in March
        2007.
 
 For
        the
        three months ending May 31, 2007, we had a net loss of $(523,894) [Three
        months
        ended February 28, 2007 – $(3,074,646)].  The net loss is primarily
        attributable to expenses partially offset by interest income. Reduction in
        net
        loss compared to the second quarter primarily due to stock compensation issued
        in the second quarter of $2,976,000.
 
 During
        the period ending May 31, 2007, we had no provision for income taxes due
        to the
        net operating losses incurred.
 
 **Liquidity
        and Capital Resources**
 
 On
        April
        5, 2007, we entered into a Standby Equity Distribution Agreement with Cornell
        Capital Partners, LP (the “Investor”). Pursuant to this Agreement, the Investor
        has committed to purchase up to $20,000,000 of our common stock over the
        course
        of twenty-four (24) months. The amount that we shall be entitled to request
        from
        each purchase (“Advance”) shall be up to $2,000,000.  The advance date
        shall be the date that the Investor receives an advance notice of a draw
        down by
        us.
  11
   The
        purchase price shall be set at ninety-seven percent (97%) of the market price
        of
        the common stock during the pricing period. The pricing period shall be the
        five
        (5) 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 Investor, directly out of the gross proceeds
        of each Advance, an amount equal to five percent (5%) of the amount of each
        Advance.
 
 The
        Company issued to the Investor a warrant to purchase 56,247 shares of the
        Company’s Common Stock at an exercise price of $2.6668 (the
“Warrant”).   In addition, the Company issued to the Investor
        108,745 shares of the company’s common stock  which are held in escrow
        until the earlier of (i) the effectiveness of the registration statement,
        as
        this term is defined in the registration rights agreement or (ii) one hundred
        twenty (120) days from the date hereof (collectively referred to as the
“calculation date”).  In the event that such calculation will result
        in the issuance of a greater number of shares of the Company’s common stock than
        the Investor’s shares, the Company shall issue to the Investor the Investor’s
        shares and an additional number of shares of the Company’s common stock equal to
        the difference between the number of Investor’s shares and two hundred ninety
        thousand dollars ($290,000) divided by the VWAP of the Company’s common stock,
        as quoted by Bloomberg, LP, on the calculation date.  In the event that two
        hundred ninety thousand dollars ($290,000) divided by the VWAP of the Company’s
        common stock, as quoted by Bloomberg, LP, on the calculation date equals
        shares
        of the Company’s common stock in an amount less than the investor’s shares held
        in escrow , then the escrow agent shall return such Investor’s shares to the
        Company’s transfer agent and request that they issue directly to the Investor,
        within five (5) business days  of the calculation date, the reduced
        Investor’s shares.
 
 The
        Company engaged Newbridge Securities Corporation to act as the company’s
        exclusive placement agent in connection with the sale of the Company’s common
        stock to the Investor.  As compensation for these services, the company
        issued a total of 3,750 shares of the Company’s common stock.
 
 We
        are
        obligated to file a registration statement with the Securities and Exchange
        Commission (“SEC”) covering the Investors shares, the Placement agent shares and
        the shares underlying the warrant within 30 days after the closing date.
        In
        addition, we are obligated to use all commercially reasonable efforts to
        have
        the registration statement declared effective by the SEC within 120 days
        after
        the closing date. We shall have an ongoing obligation to register additional
        shares of our common stock as necessary underlying the advances.
 
 The
        Company will use the proceeds for working capital and to finance film
        productions of other companies.  We cannot predict the total amount of
        proceeds to be raised in this transaction because we have not determined
        the
        total amount of the advances we intend to draw. All fees and expenses under
        the
        Standby Equity Distribution Agreement will be borne by the Company.
 
 On
        June
        8, 2007, the Company entered into loan agreements (the “WL Loans”) 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 use of proceeds these loans are to fund the Company’s
        obligation to fund a National Lampoon motion picture.  The loan is
        secured by the film.  The loans bear six percent (6%) 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,
        WL
        Loans 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, the Company issued to Williams-Laikin 520,833 shares of the company’s
        common stock which represents the number of shares computed by dividing
        $1,000,000 by $1.92 (the computed lowest VWAP for the five days prior to
        the
        execution of the WL Loans). In the event that Company’s common stock falls below
        $1.92 on the six-month anniversary of the WL 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.
 
 On
        July
        10, 2007, , the Company decided to not pursue filing a registration statement
        pursuant covering the shares of the common stock underlying the Standby Equity
        Distribution Agreement with the investor.
 
 On
        July
        6, 2007, the Company entered an Equity Distribution Agreement with International
        Funding Group, LLC (“IFG”) with terms similar to the agreement entered with the
        Investor with the following exceptions:
  ·
              The
                  total commitment with IFG is $25,000,000 versus $20,000,000 with
                  the
                  Investor.
 ·
              The
                  Company will pay to IFG, directly out of the gross proceeds of
                  each
                  Advance, an amount equal to three percent (3%) of the amount of
                  each
                  advance versus five percent (5%) to the
                  Investor.
 ·
              The
                  Company issued 100,000 shares of its common stock to IFG versus
                  108,745
                  shares of the Company’s common stock to the Investor.  The
                  shares of the Company’s common stock and warrants to the Investor are
                  still payable despite the
                  termination.
  
 12
 
 **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.
 
 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.**
  On
        April
        3, 2007 the Company issued 108,745 shares to Cornell Capital Partners in
        pursuant to the Standby Equity Distribution Agreement.
 
 On
        April
        3, 2007, the Company issued 3,750 shares to Newbridge Securities Corporation
        for
        services rendered as our exclusive placement agent in connection with the
        sale
        of our common stock to Cornell Capital Partners.
 
 **Item
        3. Defaults Upon Senior Securities.**
  None
  **Item
        4. Submission of Matters to a Vote of Security Holders.**
  None
   13
 
 **Item
        5. Other Information.**
  None
  **Item
        6. Exhibits**
  (a)
                Reports
                    on Form 8-K and Form 8K-A•
                8k
                    filed April 5, 2007 for Entry into a Material Definitive Agreement,
                    disclosing the signing of the Standby Equity Distribution Agreement
                    between Red Rock Picture Holdings, Inc. and Cornell Capital Partners
                    on
                    April 5, 2007(b)
                Exhibits**Exhibit
                    Number**
                **Exhibit
                    Title**31.1
                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 David Kane 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 David Kane pursuant to 18 U.S.C. Section 1350 as adopted pursuant
                    to
                    Section 906 of the Sarbanes-Oxley Act of
                    2002.
    14
  **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:
                  July 16, 2007
              By:
                  /s/ Robert LevyRobert
                  LevyPresident,
                  Chief Executive Officer and DirectorDate:
                  July 16, 2007
              By:
                  /s/ David KaneDavid
                  KaneChief
                  Financial Officer (Principal Accounting Officer)