UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON,
D.C. 20549


_______________




FORM
10-Q


_______________




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




For
the quarterly period ended May 31, 2008




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





For the transition period from
______to______.




RED
ROCK PICTURES HOLDINGS, INC.


(Exact
name of registrant as specified in Charter




Nevada
            
            333-108690
            
            98-0441032(State
      or other jurisdiction of
              incorporation
      or organization)
            
            (Commission
      File No.)
            
            (IRS
      Employee Identification No.)





8228
Sunset Boulevard, 3rdFloor,


Los
Angeles, California 90046


(Address
of Principal Executive Offices)


_______________




(323)
790-1813


(Issuer
Telephone number)


_______________




(Former
Name or Former Address if Changed Since Last Report)




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




Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting company filer.
 See definition of “accelerated filer” and “large accelerated filer” in
Rule 12b-2 of the Exchange Act (Check one):




Large
Accelerated Filer o     Accelerated
Filer o     Non-Accelerated
Filer o     Smaller
Reporting Company x








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


Yes x  No
o




State the
number of shares outstanding of each of the issuer’s classes of common equity,
as of July 9, 2008: 84,484,335 shares of common stock.















RED ROCK PICTURES HOLDINGS,
INC.




(A
Development Stage Company)




Form
10-Q





Three
Months Ending May 31, 2008




___________________




TABLE
OF CONTENTS


___________________




PagePART
      I - FINANCIAL INFORMATIONItem
      1.
            Consolidated
      Financial StatementsConsolidated
      Balance Sheets
            2Consolidated
      Statements of Operations
            3Consolidated
      Statements of Cash Flows
            4Notes
      to Consolidated Financial Statements
            5Item
      2.
            Management’s
      Discussion & Analysis or Plan of Operation
            11Item
      3.
            Controls
      and Procedures
            14PART
      II - OTHER INFORMATIONItem
      1.
            Legal
      Proceedings
            15Item
      2.
            Unregistered
      Sales of Equity securities and Use of Proceeds
            15Item
      3.
            Defaults
      Upon Senior Securities
            15Item
      4.
            Submission
      of Matters to a Vote of Security Holders
            15Item
      5
            Other
      Information
            15Item
      6.
            Exhibits
            15









1





RED
ROCK PICTURES HOLDINGS INC.


(A
Development Stage Company)




CONSOLIDATED
FINANCIAL STATEMENTS


(Unaudited)




31
MAY 2008


CONSOLIDATED
BALANCE SHEETS




31
      May 2008
                (Unaudited)
              
              
              31
      August 2007 (Audited)ASSETSCurrent
      AssetsCash
              
              $
              -
              
              
              $
              9,936Accounts
      receivable
              
              
              105,826Other
      receivable
              
              
              185,000
              
              
              
              -Prepaid
      expenses
              
              
              2,137
              
              
              
              2,137Total
      Current Assets
              
              
              292,963
              
              
              
              12,073Other
      AssetsProduction
      advances and accrued interest
              
              
              4,304,632
              
              
              
              3,822,264Total
      Assets
              
              $
              4,597,595
              
              
              $
              3,834,337LIABILITIES
      AND STOCKHOLDERS' EQUITYCurrent
      LiabilitiesBank
      indebtedness
              
              $
              4,350
              
              
              $
              -Accounts
      payable and accrued liabilities
              
              
              577,080
              
              
              
              54,468Convertible
      note payable
              
              
              402,225
              
              
              
              -Advances
      from shareholder
              
              
              87,731
              
              
              
              -Advances
      to shareholders
              
              
              -
              
              
              
              68,172Advances
      from related parties and accrued interest payable
              
              
              1,923,862
              
              
              
              2,030,608Total
      Liabilities
              
              
              2,995,248
              
              
              
              2,153,248Stockholders'
      EquityCommon
      stock
              
              
              84,351
              
              
              
              64,535Additional
      paid-in capital
              
              
              7,814,094
              
              
              
              6,641,843Deficit
      accumulated during the development stage
              
              
              (6,296,098
              )
              
              
              (5,025,289
              )Total
      Stockholders' Equity
              
              
              1,602,347
              
              
              
              1,681,089Total
      Liabilities and Stockholders' Equity
              
              $
              4,597,595
              
              
              $
              3,834,337






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






2






RED
ROCK PICTURES HOLDINGS INC.
  (A
Development Stage Company)
 
  CONSOLIDATED
STATEMENTS OF OPERATIONS
  (Unaudited)




Three
      Months Ended 31 May 2008
              
              
              Three
      Months Ended 31 May 2007
              
              
              For
      The Period From Inception to 31 May 2008REVENUEDistribution
      financing fee
              
              $
              105,826
              
              
              $
              -
              
              
              $
              105,826INTEREST
      INCOME
              
              
              90,476
              
              
              
              42,990
              
              
              
              408,294EXPENSESAdvertising
      and promotion
              
              
              -
              
              
              
              -
              
              
              
              350,000Financial
              
              
              44,121
              
              
              
              -
              
              
              
              184,344Stock
      based compensation
              
              
              24,417
              
              
              
              141,806
              
              
              
              5,661,961General
      and administrative
              
              
              13,464
              
              
              
              15,832
              
              
              
              144,139Salaries
      and wages
              
              
              12,601
              
              
              
              59,775
              
              
              
              216,135Professional
      fees
              
              
              10,304
              
              
              
              28,485
              
              
              
              145,141Rent
              
              
              6,000
              
              
              
              6,000
              
              
              
              42,000110,907
              
              
              
              251,898
              
              
              
              6,743,720NET LOSS
              
              $
              85,395
              
              
              $
              (208,908
              )
              
              $
              (6,229,600
              )LOSS PER WEIGHTED NUMBER OF SHARES OUTSTANDING - BASIC AND
      DILUTED
              
              $
              0.00
              
              
              $
              0.00WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING - BASIC AND
      DILUTED
              
              
              79,021,539
              
              
              
              61,199,353






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








3






RED
ROCK PICTURES HOLDINGS INC.
  (A
Development Stage Company)
 
  CONSOLIDATED
STATEMENTS OF OPERATIONS
  (Unaudited)






Nine
      Months Ended 31 May 2008
              
              
              Nine
      Months Ended 31 May 2007REVENUEDistribution
      financing fee
              
              $
              105,826
              
              
              $
              -INTEREST
      INCOME
              
              
              269,141
              
              
              
              57,144EXPENSESStock
      based compensation
              
              
              1,342,567
              
              
              
              3,117,806Financial
              
              
              153,479
              
              
              
              257General
      and administrative
              
              
              55,204
              
              
              
              63,519Professional
      fees
              
              
              38,495
              
              
              
              59,128Salaries
      and wages
              
              
              38,031
              
              
              
              126,126Rent
              
              
              18,000
              
              
              
              18,0001,645,776
              
              
              
              3,384,836NET LOSS
              
              $
              (1,270,809
              )
              
              $
              (3,327,692
              )LOSS PER WEIGHTED NUMBER OF SHARES OUTSTANDING - BASIC AND
      DILUTED
              
              $
              (0.02
              )
              
              $
              (0.05
              )WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING - BASIC AND
      DILUTED
              
              
              72,891,899
              
              
              
              61,412,020










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








4




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




CONSOLIDATED
STATEMENTS OF CASH FLOWS
  (Unaudited)






Nine
      Months Ended 31 May 2008
              
              
              Nine
      Months Ended 31 May 2007
              
              
              For
      The Period From Inception to 31 May 2008CASH FLOWS FROM OPERATING ACTIVITIESNet
      loss
              
              
              (1,270,809
              )
              
              
              (3,327,692
              )
              
              
              (6,229,600
              )Adjustment
      to reconcile net loss to net cash provided by operating
      activities:Stock
      options compensation
              
              
              510,501
              
              
              
              -
              
              
              
              822,474Stock
      based compensation
              
              
              832,066
              
              
              
              3,117,806
              
              
              
              5,518,232Accrued
      interest on note payable
              
              
              50,225
              
              
              
              -
              
              
              
              50,225Changes
      in operating assets and liabilities:Accounts
      receivable
              
              
              105,826
              
              
              
              -
              
              
              
              105,826Note
      receivable
              
              
              -
              
              
              
              820
              
              
              
              -Prepaid
      expenses
              
              
              -
              
              
              
              (2,137
              )
              
              
              (2,137
              )Bank
      advances
              
              
              4,350
              
              
              
              -
              
              
              
              4,350Accounts
      payable and accrued liabilities
              
              
              104,400
              
              
              
              32,485
              
              
              
              174,023NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES
              
              
              124,907
              
              
              
              (178,718
              )
              
              
              443,393CASH FLOWS FROM INVESTING ACTIVITIESProduction
      advances and accrued interest
              
              
              (320,140
              )
              
              
              (1,794,885
              )
              
              
              (4,304,632
              )CASH FLOWS FROM FINANCING ACTIVITIESProceeds
      from convertible note
              
              
              215,000
              
              
              
              -
              
              
              
              215,000Advances
      from shareholder
              
              
              77,003
              
              
              
              12,000
              
              
              
              12,405Proceeds
      from advances from related parties
              
              
              (106,706
              )
              
              
              -
              
              
              
              1,983,865Issuance
      of common stock, net of deferred financing fees
              
              
              -
              
              
              
              1,999,875
              
              
              
              1,649,969Financing
      fee
              
              
              
              
              
              
              (37,000
              )CASH FLOWS PROVIDED BY FINANCING ACTIVITIES
              
              
              185,297
              
              
              
              1,974,875
              
              
              
              3,861,239NET DECREASE IN CASH
              
              
              (9,936
              )
              
              
              1,272
              
              
              
              -CASH, BEGINNING OF PERIOD
              
              
              9,936
              
              
              
              1,085
              
              
              
              -CASH, END OF PERIOD
              
              $
              -
              
              
              $
              2,357
              
              
              $
              -






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




5






RED
ROCK PICTURES HOLDINGS INC.
  (A
Development Stage Company)
  NOTES
TO THE FINANCIAL STATEMENTS
  31
May 2008







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.
            BASIS
      OF PRESENTATION




The
      accompanying unaudited interim financial statements have been prepared in
      accordance with accounting principles generally accepted in the United
      States of America for interim financial information and the SEC
      instructions to Form 10-Q. 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 periods ended 31 May 2008
      are not necessarily indicative of the results that may be expected for the
      year ending 31 August 2008. 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 31 August
      2007.








6












3.
            GOING
      CONCERN




The
Company's financial statements are presented on a going concern basis, which
contemplates the realization of assets and satisfaction of liabilities in the
normal course of business.  The Company has 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.




4.
            ADVANCES
      FROM RELATED PARTIES




On 8 June
2007, the Company entered into loan agreements with the N. Williams Family
Investments, L.P. and Daniel Laikin (collectively, “Williams-Laikin”) for
$1,000,000 and $900,00 respectively for a total of $1,900,000.  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 seven percent (7%) interest and are to be repaid out of the proceeds of
equity raised of the Company or sales efforts of the motion picture. In addition
to the interest on these advances, Williams-Laikin are entitled to receive
fifteen percent (15%) of the twenty five percent (25%) of all net profits from
the distribution of the respective picture received by Red Rock Pictures
Holdings Inc.




In
addition, on 7 July 2007 the Company issued to Williams-Laikin 521,866 shares of
the company’s common stock which represents the number of shares computed by
dividing each $1,000,000 loan by $1.92 (the computed lowest volume weighted
average price (“VWAP”) for the five days prior to the execution of the
Williams-Laikin loans).




In the
event that Company’s common stock falls below $1.92 on the six-month anniversary
of the Williams-Laikin loans, than the Company shall issue to Williams-Laikin an
additional number of shares of the Company’s common stock equal to the
difference between the number of Williams-Laikin shares and one million dollars
($1,000,000) divided by the VWAP of the Company’s common stock, as quoted by
Bloomberg, LP, on the calculation date.




During
the nine months ended 31 May 2008 the Company issued 11,962,528 shares pursuant
to this requirement and have been valued at the market value of the common stock
on the date of issue.




During
the three months ended 31 May 2008 the company repaid $55,000 towards these
advances.




During
the three months ended 31 May 2008 the loan agreement with Daniel Laikin was
amended from $1,000,000 to $900,000.








7








5.
            CAPITAL
      STOCK




During
the three months ended 29 February 2008 the Company issued 360,000 shares for
services and have been valued at the market value of the common stock on the
date of issue.




In March
2008 the Company issued 150,000 shares for services rendered to the Company as
part of film distribution.  Such shares are registered pursuant to the
Company's Equity Incentive Plan filed as part of the Company's S8 Registration
Statement filed with the SEC in February 2008 and have been valued at the market
value of the common stock on the date of issue.




In March
2008 the Company cancelled 110,000 shares originally issued in July 2007. This
resulted in a reversal to common stock for $110 and additional paid-in capital
of $197,890.




In March
2008 the Company issued 521,866 restricted shares of the Company's common stock
to Williams-Laikin as per their promissory note with the Company, as discussed
in note 4, and have been valued at the market value of the common stock on the
date of issue.




6.
            RELATED
      PARTY TRANSACTIONS




The
Company's transactions with related parties were, in the opinion of the
directors, carried out on normal commercial terms and in the ordinary course of
the Company's business.





In August
2007 the Company entered into an agreement with National Lampoon, Inc. whereby
the Company agreed to pay National Lampoon for distribution and prints and
advertising (P&A) services for certain titles released by National Lampoon
for up to $500,000 per title. According to the terms of the agreement, Red Rock
will be reimbursed in the amount of the total P&A Funding advanced plus a
one-time 20% premium, from adjusted gross revenues from the release of the
titles. Also, in most cases, Red Rock negotiates additional profit participation
with the producers of each film. Pursuant to this agreement, National Lampoon
has invoiced Red Rock a total of $727,628 for distribution and P&A services
for two titles, which is included in cost of distribution revenue for the nine
months ended May 31, 2008. National Lampoon is expected to invoice Red Rock for
distribution and prints and advertising services for two additional titles
during the fourth quarter of the fiscal year 2008.




7.STOCK
      OPTION AND EQUITY INCENTIVE PLAN




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




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




During
the three months ended 29 February 2008 the Company issued 2,353,846 shares as
part of the Plan that have been valued at the market value of the common stock
on the date of issue.




In March
2008 the company issued 150,000 shares for services rendered to the Company as
part of film distribution.  Such shares were issued as part of the
Plan and have been valued at the market value of the common stock on the date of
issue.








8









7.
            STOCK
      OPTION AND EQUITY INCENTIVE PLAN
(CONTINUED)




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 14 March 2007.




8.
            CONVERTIBLE
      NOTE PAYABLE




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




In
September 2007, the Company executed a convertible note payable with IFG for
$400,000 plus interest at the rate of ten percent per annum.  The
Company received $215,000 of the $400,000 during the six months ended 29
February 2008, the balance of the funds remain outstanding as at 31 May
2008.




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




The
Company issued an additional 2,100,000 shares to IFG during the three months
ended 29 February 2008 pursuant to the Agreement and have been valued at the
market value of the common stock on the date of issue.








9








9.
            SUPPLEMENTAL
      CASH FLOW INFORMATION




During
the three months ended 31 May 2008 and for the period from the date of inception
(18 August 2006) to 31 May 2008 there was no interest or taxes paid by the
Company.




10.
            REVENUE
      RECOGNITION




The
Company recognizes revenue from television and film productions pursuant to
American Institute of Certified Public Accountants Statement of Position 00-2,
“Accounting by Producers or Distributors of Films” (“SOP 00-2”). The following
conditions must be met in order to recognize revenue under SOP 00-2: (i)
persuasive evidence of a sale or licensing arrangement exists; (ii) the program
is complete and has been delivered or is available for immediate and
unconditional delivery; (iii) the license period of the arrangement has begun
and the customer can begin its exploitation, exhibition or sale; (iv) the
arrangement fee is fixed or determinable; and (v) collection of the arrangement
fee is reasonably assured.




11.
            SUBSEQUENT
      EVENTS




On 6 June
2008, Red Rock Pictures Holdings, Inc. (the “Company”) entered into a Stock for
Stock Exchange Agreement (the “Exchange Agreement”) with Studio Store Direct,
Inc. (“SSD”) and all of the current SSD Shareholders.




Pursuant
to the  Exchange Agreement, the Company acquired 100% of the assets of
SSD by issuing 11,000,000 restricted common shares in exchange for all the
issued and outstanding shares of SSD.  Further, SSD became a wholly
owned subsidiary of the Company.







10













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 in fiscal 2006 with Red Rock, we have succeeded to
the business of Red Rock, which will be continued as our sole line of business.
Based upon the same, we are engaged in the finance, production, distribution and
marketing of filmed entertainment products, including theatrical motion
pictures, television programs, home video products, and digitally delivered
entertainment and media.  We were founded in 2006 to leverage the
experience and expertise of its management team and exploit emerging
opportunities in traditional and digital media and entertainment. Our primary
business model revolves around the control of entertainment properties that we
may develop, acquire, produce and/or finance.  We will also be
involved in the funding of motion pictures and other entertainment and media
properties, both for our own library and development activities as well as in
partnership with outside producers. We currently have interest revenues of
$89,332 for the three months ended May 31, 2008 from production advances, and we
expect to derive future revenues from the worldwide exploitation of our
entertainment properties across multiple media and distribution
channels.




Proposed
Milestones to Implement Business Operations





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





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





The
Company has also committed to fund P&A on additional third-party independent
films. Two films were released during the 1st quarter 2008 and two
additional films are scheduled to be released during the 3rd and 4th quarters of 2008. For funds
advanced for P&A, the terms include a twenty percent (20%) return premium
and a profit participation of up to ten percent (10%) of net profits in the
motion pictures.






11







In August
2007 the Company entered into an agreement with National Lampoon, Inc. whereby
the Company agreed to pay  National Lampoon for distribution and
prints and advertising (P&A) services for certain titles released by
National Lampoon for up to $500,000 per title. According to the terms of the
agreement, Red Rock will be reimbursed by the film, plus a 20% premium, for the
funding from the release of the titles. Also, in most cases, Red Rock negotiates
additional profit participation with the producers of each film. Pursuant to
this agreement, National Lampoon has invoiced Red Rock a total of $727,628 for
distribution and P&A services for two titles, which is included in cost of
distribution revenue in NLI for the nine months ended May 31, 2008. National
Lampoon is expected to invoice Red Rock for distribution and prints and
advertising services for two additional titles during the fourth quarter of the
fiscal year 2008.




The
Company intends to enter into agreements to fund and co-produce a slate of
National Lampoon mid-budget films. As of May 31, 2008, no agreements yet have
been made and identified to fund or co-produce.  However, it is our
intent to enter into an agreement to release one National Lampoon film per year
in this manner.  The distribution of these films will be controlled by
National Lampoon, but will be for a wide theatrical release (1200+
screens).  The Company will share in all revenue generated from these
pictures, including theatrical, home video (DVD), foreign sales, PPV/VOD, and
television.




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




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




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








Subsequent
to quarter end, On June 6, 2008, Red Rock Pictures Holdings, Inc. (the
“Company”) entered into a Stock for Stock Exchange Agreement (the “Agreement”)
with Studio Store Direct, Inc. (“SSD”) and all of the current SSD Shareholders.
Pursuant to the Agreement, the Company issued 11,000,000 restricted common
shares in exchange for all the issued and outstanding shares of
SSD.  Further, SSD became a wholly owned subsidiary of the Company.
Pursuant to the Stock for Stock Exchange Agreement the Company acquired 100% of
the assets of SSD.  The Company issued 11,000,000 restricted common
shares in exchange for all the issued and outstanding shares of
SSD.





These
shares were issued in reliance on the exemption under Section 4(2) of the
Securities Act of 1933, as amended (the ‘Act’). These shares of our Common Stock
qualified for exemption under Section 4(2) of the Securities Act of 1933 since
the issuance shares by us did not involve a public offering. The offering was
not a ‘public offering’ as defined in Section 4(2) due to the insubstantial
number of persons involved in the deal, size of the offering, manner of the
offering and number of shares offered. We did not undertake an offering in which
we sold a high number of shares to a high number of investors. In addition,
these shareholders had the necessary investment intent as required by Section
4(2) since they agreed to and received share certificates bearing a legend
stating that such shares are restricted pursuant to Rule 144 of the 1933
Securities Act.  This restriction ensures that these shares would not
be immediately redistributed into the market and therefore not be part of a
‘public offering.’ Based on an analysis of the above factors, we have met the
requirements to qualify for exemption under Section 4(2) of the Securities Act
of 1933 for this transaction.





On June
6, 2008, Robert Levy resigned as the Company’s President, and Chief Executive
Officer.  Mr. Levy was also appointed as Chairman of the Company’s
Board of Directors.





On June
6, 2008, Reno R. Rolle was appointed as the Company’s President, Chief Executive
Officer, and a member of the Board of Directors.





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




Results
of Operations





Comparative
Analysis for the nine-month period ending May 31, 2008:





Interest
income for the nine months ended May 31, 2008 was $269,141 and $57,144 for the
nine-month period ended May 31, 2007.  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. The increase was due to additional interest accrued for the nine
months ended May 31, 2008 for advances from a related company with share
ownership.






12







Office
and general expenses for the nine months ended May 31, 2008 were
$55,204 and $63,519 for the nine-month period ended May 31,
2007.  These expenses were primarily attributable to the payment for
director and officers’ insurance coverage and other general and administrative
office expenses.





Professional
fees for the nine months ending May 31, 2008 were $38,495 and $59,128 for the
nine-month period ended May 31, 2007.  These fees are attributable to
legal, accounting, consulting and auditing services.





Rent for
the nine months ending May 31, 2008 and May 31, 2007 was $18,000. Rent is
payable to a related company with share ownership.





Salaries
and wages for the nine months ending May 31, 2008 were $38,031 and $126,126 for
the nine-month period ended May 31, 2007.





Stock
based compensation expense for the nine months ending May 31, 2008 was
$1,342,567 and $3,117,806 for the nine-month period ended May 31,
2007.





For the
three months ending May 31, 2008, we had a net loss of $(1,743,535) and
$(3,327,692) for the nine-month period ended May 31,
2007.





During
the period ending May 31, 2008, we had no provision for income taxes due to the
net operating losses incurred.




Liquidity
and Capital Resources




As of May
31, 2008 we had $Nil in cash and a working capital deficiency of $2,797,383 . A
substantial amount of cash will be required in order to commence operations over
the next twelve months. Based upon our current cash and working capital
deficiency, we will not be able to meet our current operating expenses and will
require additional capital.





Additionally,
we intend to seek advice from investment professionals on how to obtain
additional capital and believe that by being a public entity we will be more
attractive to the sources of capital. In addition, we will need to raise
additional capital to continue our operations past 12 months and there is no
assurance that we will be successful in raising the needed capital. Currently we
have no material commitments for capital expenditures.  Any future
cash flow requirements are available through the Equity Distribution Agreement
entered into during the year ended August 31, 2007 and executed during the
first quarter ended November 30, 2007. Details of this agreement are as
follows:




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




In
September 2007, the Company executed a convertible note payable with IFG for
$400,000 plus interest at the rate of ten percent per annum.  The
Company received $215,000 of the $400,000 during the period ended May 31, 2008,
the balance of the funds remain outstanding.




Critical
Accounting Policies




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




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






13







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.









14




PART
II - OTHER INFORMATION




Item
1. Legal Proceedings.




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




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




None.





Item
3. Defaults Upon Senior Securities.




None




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




None





Item
5. Other Information.




None




Item
6. Exhibits





None




Exhibit
              Number
            Exhibit
      Title31.1
            Certification
      of Robert Levy pursuant to 18 U.S.C. Section 1350 as adopted pursuant to
      Section 302 of the Sarbanes-Oxley Act of 2002.31.2
            Certification
      of Lorraine Evanoff pursuant to 18 U.S.C. Section 1350 as adopted pursuant
      to Section 302 of the Sarbanes-Oxley Act of 2002.32.1
            Certification
      of Robert Levy pursuant to 18 U.S.C. Section 1350 as adopted pursuant to
      Section 906 of the Sarbanes-Oxley Act of 2002.32.2
            Certification
      of Lorraine Evanoff pursuant to 18 U.S.C. Section 1350 as adopted pursuant
      to Section 906 of the Sarbanes-Oxley Act of
  2002.






15






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  21, 2008
            By:
      /s/ Reno
      RolleReno
      RollePresident,
      Chief Executive Officer, and Director







RED
      ROCK PICTURES HOLDINGS, INC.RegistrantDate:
      July 21, 2008
            By:
      /s/LorraineEvanoffLorraine
      EvanoffChief Financial
      Officer