UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON,
D.C. 20549





FORM
10-Q





(Mark
One)





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





For the
quarter ended:  November 30, 2009





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





For the
transition period from ___________ to ___________





Commission
file number: 333-108690





RED ROCK PICTURES HOLDINGS
INC.


(Exact
name of registrant as specified in its charter)





Nevada
            
            98-0441032(State
      or other jurisdiction of
            
            (I.R.S.
      Employer Identification No.)incorporation
      or organization)  6019
      Olivas Park Drive, Suite B
                Ventura,
      California
              
              93003(Address
      of principal executive offices)
              
              (Zip
      Code)





(323)
790-1813


(Registrant’s
telephone number, including area code)





Indicate
by checkmark whether the registrant (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 registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past 90
days. Yes xNo
o





Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files).


Yes o  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 Filero
            Accelerated
      Filero
            Non-Accelerated
      Filero
            Smaller
      Reporting Companyx





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





State the
number of shares outstanding of each of the issuer’s classes of common equity,
as of January 14, 2010: 106,816,335 shares of common stock.










RED
ROCK PICTURES HOLDINGS, INC. AND SUBSIDIARIES





FORM
10-Q





THREE
MONTHS ENDED NOVEMBER 30, 2009 AND 2008


__________________





TABLE
OF CONTENTS


___________________





PagePART
      I - FINANCIAL INFORMATIONItem
      1.
            Consolidated
      Financial StatementsConsolidated
      Balance Sheets
            4Consolidated
      Statements of Loss and Comprehensive Loss
            5Consolidated
      Statements of Cash Flows
            6Notes
      to Consolidated Financial Statements
            7Item
      2.
            Management’s
      Discussion & Analysis or Plan of Operation
            10Item
      3.
            Quantitative
      and Qualitative Disclosures About Market Risk
            11Item
      4.
            Controls
      and Procedures
            12PART
      II -- OTHER INFORMATIONItem
      1.
            Legal
      Proceedings
            13Item
      1A.
            Rick
      Factors
            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
            13Item
      6.
            Exhibits
            13Signatures
            
            15







2




CAUTIONARY
STATEMENT RELATED TO FORWARD LOOKING STATEMENTS








This
Quarterly Report on Form 10-Q includes certain forward-looking statements
as defined within Section 27A of the Securities Act of 1933, as amended,
and Section 21E of the Securities Exchange Act of 1934, as amended,
relating to revenue, revenue composition, earnings, projected plans,
performance, demand trends, future expense levels, trends in average headcount
and gross margins, and the level of expected capital expenditures. Such
forward-looking statements are based on the beliefs of, estimates made by, and
information currently available to Red Rock Pictures Holdings Inc. management
and are subject to certain risks, uncertainties and assumptions. Any statements
contained herein (including without limitation statements to the effect that the
Company or management "estimates," "expects," "anticipates," "plans,"
"believes," "projects," "continues," "may," "will," "could," or "would" or
statements concerning "potential" or "opportunity" or variations thereof or
comparable terminology or the negative thereof) that are not statements of
historical fact should be construed as forward-looking statements. The actual
results of Red Rock Pictures Holdings Inc. may vary materially from those
expected or anticipated in these forward-looking statements. The realization of
such forward-looking statements may be impacted by certain important
unanticipated factors including those discussed in "Risk Factors" under
Item 1A, and "Management's Discussion and Analysis of Financial Condition
and Results of Operations," within. Because of these and other factors that may
affect Red Rock Pictures Holdings Inc.’s operating results, past
performance should not be considered as an indicator of future performance, and
investors should not use historical results to anticipate results or trends in
future periods. The Company undertakes no obligation to publicly release the
results of any revisions to these forward-looking statements that may be made to
reflect events or circumstances after the date hereof or to reflect the
occurrence of unanticipated events. Readers should carefully review the risk
factors described in this and other documents that Red Rock Pictures Holdings,
Inc. files from time to time with the Securities and Exchange Commission
("SEC"), including subsequent Current Reports on Form 8-K, Quarterly
Reports on Form 10-Q and Annual Reports on Form 10-K.





HOW
TO OBTAIN SEC FILINGS





All
reports filed by Red Rock Pictures Holdings, Inc. filed with the SEC are
available free of charge via EDGAR through the SEC website at www.sec.gov. In
addition, the public may read and copy materials filed by the Company with the
SEC at the SEC's public reference room located at 450 Fifth St., N.W.,
Washington, D.C. 20549.  Red Rock Pictures Holdings also provides
copies of its Forms 8-K, 10-K, 10-Q, Proxy and Annual Report at no charge
to investors upon request.











3





RED
ROCK PICTURES HOLDINGS, INC. AND SUBSIDIARIES


CONSOLIDATED
BALANCE SHEETS


AS
OF NOVEMBER 30, 2009 AND AUGUST 31, 2009





November 30,
      2009
            
            
            August
      31, 2009(Unaudited)ASSETSCurrent
      AssetsCash
            
            $
            -
            
            
            $
            -Total
      Current Assets
            
            
            -
            
            
            
            -Long
      Term AssetsEquipment,
      net
            
            
            15,147
            
            
            
            16,916Total
      Long Term Assets
            
            
            15,147
            
            
            
            16,916Total
      Assets
            
            $
            15,147
            
            
            $
            16,916LIABILITIES
      AND STOCKHOLDERS' DEFICITCurrent
      LiabilitiesAccounts
      payable
            
            $
            240,755
            
            
            $
            240,755Advances
      from stockholders
            
            
            63,636
            
            
            
            63,636Senior
      secured convertible note, including accrued interest of $9,200 and $6,700
      at November 30, 2009 and August 31, 2009,
    respectively
            
            
            109,200
            
            
            
            106,700Notes
      payable to related parties, including accrued interest of $333,928 and
      $299,928 at November 30, 2009 and August 31, 2009,
      respectively
            
            
            1,873,928
            
            
            
            1,799,928Total
      Current Liabilities
            
            
            2,287,518
            
            
            
            2,211,019Going
      Concern, Commitments and ContingencyStockholders'
      DeficitPreferred
      stock, $0.001 par value; 5,000,000 shares authorized, none issued or
      outstanding
            
            
            --
            
            
            
            --Common
      stock, $0.001 par value; 120,000,000 shares authorized, 106,816,335 
      shares issued and outstanding at both November 30, 2009 and August 31,
      2009, respectively
            
            
            106,816
            
            
            
            106,816Additional
      paid-in-capital
            
            
            10,439,134
            
            
            
            10,269,134Deficit
            
            
            (12,818,322
            )
            
            
            (12,570,053
            )Total
      Stockholders' Deficit
            
            
            (2,272,372
            )
            
            
            (2,194,103
            )Total
      Liabilities and Stockholders' Deficit
            
            $
            15,147
            
            
            $
            16,916




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





4





RED ROCK PICTURES HOLDINGS, INC. AND
SUBSIDIARIES


CONSOLIDATED
STATEMENTS OF LOSS AND COMPREHENSIVE LOSS


FOR
THE THREE MONTHS ENDED NOVEMBER 30, 2009 AND 2008





Three
      Months Ended November 30, 2009
              (Unaudited)
            
            
            Three
      Months Ended November 30, 2008
              (Unaudited)REVENUEProduction
      revenue
            
            $
            -
            
            
            $
            183,650Print
      and advertising premium fees
            
            
            -
            
            
            
            69,844Interest
      on production advances
            
            
            -
            
            
            
            91,000TOTAL
      REVENUE
            
            
            -
            
            
            
            344,494COSTS
      AND EXPENSESAmortization
      of capitalized production costs
            
            
            -
            
            
            
            34,081Stock
      based compensation
            
            
            210,000
            
            
            
            414,267Professional
      fees
            
            
            -
            
            
            
            88,081Salaries
      and wages
            
            
            -
            
            
            
            18,575Office
      and general
            
            
            1,770
            
            
            
            14,902Bad
      debt expense
            
            
            -
            
            
            
            30,000Rent
            
            
            -
            
            
            
            6,840Amortization
      of intangible assets
            
            
            -
            
            
            
            22,330TOTAL
      COSTS AND EXPENSES
            
            
            211,770
            
            
            
            629,076LOSS
      FROM OPERATIONS
            
            
            (211,770
            )
            
            
            (284,582
            )Interest
      expense
            
            
            (36,500
            )
            
            
            (34,000
            )NET
      LOSS AND COMPREHENSIVE LOSS
            
            $
            (248,270
            )
            
            $
            (318,582
            )LOSS
      PER WEIGHTED NUMBER OF SHARES OUTSTANDING - BASIC AND
    DILUTED
            
            $
            (0.00
            )
            
            $
            (0.00
            )WEIGHTED
      AVERAGE NUMBER OF SHARES OUTSTANDING - BASIC AND DILUTED
            
            
            106,816,335
            
            
            
            96,350,599




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





5





RED
ROCK PICTURES HOLDINGS, INC. AND SUBSIDIARIES


CONSOLIDATED
STATEMENTS OF CASH FLOWS


FOR
THE THREE MONTHS ENDED NOVEMBER 30, 2009 AND 2008





Three
      Months Ended November 30, 2009
              (Unaudited)
            
            
            Three
      Months Ended November 30, 2008
              (Unaudited)CASH
      FLOWS FROM OPERATING ACTIVITIESNet
      loss
            
            $
            (248,270
            )
            
            $
            (318,582
            )Adjustments
      to reconcile net loss to net cash (used in) provided by operating
      activities:Stock-based
      compensation expense
            
            
            210,000
            
            
            
            414,267Common
      shares issued for services provided
            
            
            -
            
            
            
            22,155Increase
      in allowance for doubtful accounts
            
            
            -
            
            
            
            30,000Accrued
      interest on notes
            
            
            36,500
            
            
            
            -Amortization of capitalized production costs
            
            
            -
            
            
            
            34,081Depreciation and amortization of intangible assets
            
            
            1,770
            
            
            
            24,735Changes
      in operating assets and liabilities:Accounts
      receivable
            
            
            -
            
            
            
            (127,494
            )Capitalized
      production costs
            
            
            -
            
            
            
            (12,006
            )Prepaid
      expenses and deposits
            
            
            -
            
            
            
            (12,352
            )Accounts
      payable and accrued liabilities
            
            
            
            
            
            
            45,990Deferred
      production revenue
            
            
            -
            
            
            
            (126,000
            )NET
      CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES
            
            
            -
            
            
            
            (25,206
            )CASH
      FLOWS FROM INVESTING ACTIVITIESPrint
      and advertising funding and accrued interest
            
            
            -
            
            
            
            (91,000
            )Production
      loans and accrued interest
            
            
            -
            
            
            
            (66,461
            )NET
      CASH USED IN INVESTING ACTIVITIES
            
            
            -
            
            
            
            (157,461
            )CASH
      FLOWS FROM FINANCING ACTIVITIESAdvances
      from (to) stockholders
            
            
            -
            
            
            
            3,080Advances
      from (to) related parties
            
            
            -
            
            
            
            175,299NET
      CASH PROVIDED BY FINANCING ACTIVITIES
            
            
            -
            
            
            
            178,379NET
      DECREASE IN CASH
            
            
            -
            
            
            
            (4,288)CASH,
      BEGINNING OF YEAR
            
            
            -
            
            
            
            5,932CASH,
      END OF YEAR
            
            $
            -
            
            
            $
            1,644




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





6




RED
ROCK PICTURES HOLDINGS INC. AND SUBSIDIARIES


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


FOR
THE THREE MONTHS ENDED NOVEMBER 30, 2009 AND 2008 (UNAUDITED)





1.
            NATURE
      OF BUSINESS AND BASIS OF
PRESENTATION





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. on August 31,
2006.  On June 6, 2008, the Company purchased Studio Store Direct,
Inc., who specialized in the development and distribution of direct response
infomercials.  While the Company was traditionally engaged in the
business of developing and financing feature length motion pictures, the Company
changed its strategy this fiscal year by focusing solely on the development and
distribution of direct response infomercials.





Basis
of Presentation





The
interim unaudited condensed consolidated financial statements have been prepared
in accordance with accounting principles generally accepted in the United States
of America for interim financial information and with the instructions to
Securities and Exchange Commission, or SEC, Form 10Q and Article 10 of
SEC Regulation S-X. They do not include all of the information and
footnotes required by generally accepted accounting principles, or GAAP, for
complete financial statements. In the opinion of management, all
adjustments and reclassifications considered necessary for a fair and comparable
presentation have been included and are of a normal recurring nature.  The
unaudited condensed consolidated financial statements should be read in
conjunction with the audited consolidated financial statements and notes thereto
included in our Annual Report on Form 10-K for the year ended August 31,
2009.  Operating results for the three months ended November 30, 2009
are not necessarily indicative of the results that may be expected for future
quarters or the year ending August 31, 2010.




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, does not have significant sources of revenue and has
working capital deficiencies 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.




3.
            NEW
      ACCOUNTING PRONOUNCEMENTS




In June
2009, the Financial Accounting Standards Board (“FASB”) issued guidance that
established a single source of authoritative U.S. GAAP recognized by the FASB to
be applied by nongovernmental entities. SEC rules and interpretive releases are
also sources of authoritative GAAP for SEC registrants. This guidance modifies
the GAAP hierarchy to include only two levels of GAAP: authoritative and
nonauthoritative, and is effective for financial statements issued for fiscal
years ending after September 15, 2009 and interim periods within those
fiscal years, and therefore became effective for us September 1, 2009. The
adoption of this pronouncement did not impact our results of operations or
financial condition.





4.
            CUSTOMER
      CONCENTRATION AND RELATED PARTY





In fiscal
year 2009 the Company recorded revenue from our largest customer and related
party, National Lampoon, Inc.  For the three months ended November 30,
2008, revenue from NL was $160,844 or approximately 47% of total
revenue.  For the entire fiscal year 2009, NL represented
approximately 49% of total revenue.





7




5.
            SENIOR
      SECURED CONVERTIBLE DEBENTURE





On
December 28, 2008, the Company entered into a twelve month $100,000 senior
secured convertible debenture agreement with Emerald Asset Advisors, LLC (“Note
Holder”).  The one year term loan bears interest at 10% per annum and
interest accrues and is payable in cash upon maturity provided that the elected
conversion to common shares does not occur.  At any time or times on
or after December 28, 2008, the Note Holder shall be entitled to convert any
portion of the outstanding and unpaid amount into fully paid and nonassessable
shares of Common Stock at a conversion price of $0.06 per common
share.





The
Company is currently in default as the Company was unable, due to its financial
wherewithal, to repay the balance owed at the maturity date.  As an
event of default, the interest rate is increased to twenty percent (20.0%) until
the date of such cure.  The Company is currently in negotiation with
the Note Holder.





6.
            NOTES
      PAYABLE TO RELATED PARTIES





On June
9, 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 loan agreement with
Daniel Laikin was subsequently amended from $1,000,000 to $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 loans are secured by the profit participation rights
of the films.  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 five percent (5%) of the twenty five
percent (25%) of all net profits from the distribution of the respective
pictures specified in their agreement received by Red Rock Pictures Holdings
Inc.  The total balance outstanding, including accrued interest, was
$1.9 million and $1.8 million at November 30, 2009 and August 31, 2008,
respectively.





The
Company is currently in default on the Williams-Laikin
loans.   In an event of default occurs and is continuing, and in
every such case, unless the principal of the note shall have already become due
and payable, the holder by a notice in writing to the Company may declare all of
the principal of this note, together with accrued interest thereon, to be due
and payable immediately.  No such notice as been received as of the
date of this filing.





In the
event the Company or any of its subsidiaries make an assignment for the benefit
of creditors, or put in writing its inability to pay its debts generally as they
become due, or a notice of lien, levy or assessment is filed of record or given
to Company or any of its subsidiaries with respect to all or any of their
respective assets by any federal, state, local department or agency, and such
lien, levy or assessment is not released or paid within a reasonable period of
time but in no event longer than twenty (20) days from the date such lien, levy,
or assessment is filed, or such longer period of time as is appropriate in the
case of any such lien, levy or assessment that is being contested in good faith
and by appropriate proceedings; then all principal and accrued interest shall
become and be immediately due and payable without any declaration or other act
on the part of the note holder.





7.
            COMMITMENTS
      AND CONTINGENCY





We
are involved in routine litigation incidental to the conduct of our business.
There are currently no material pending litigation proceedings to which we are a
party or to which any of our property is subject.





8.
            COMMON
      STOCK





Mr. Rolle’s employment agreement
stipulates that Mr. Rollé can receive common shares in lieu of cash
compensation.  The Company recorded $60,000 during the three months
ended November 30, 2009.  The balance is included in common shares
issuable which are a component of additional paid-in-capital in our Consolidated
Balance Sheet and expensed in Stock based compensation on our Consolidated
Statement of Loss.





9.
            STOCK
      OPTION AND EQUITY INCENTIVE PLAN





On
February 14, 2007 the Company filed a Form S-8 Registration Statement for
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.





8





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.





Summary
of stock option activity is as follows:





Number of
              shares
            
            
            Weighted
              average
              exercise
              price
            
            
            Weighted average
              remaining
              contractual term
              (in
      years)Outstanding
      at August 31, 2009
            
            
            3,133,333
            
            
            $
            0.07Granted
            
            
            -
            
            
            
            -Expired
            
            
            (1,000,000
            )
            
            
            0.07Outstanding
      at November 30, 2009
            
            
            2,133,333
            
            
            $
            0.07
            
            
            
            3.0Vested
      and expected to vest at November 30, 2009
            
            
            2,133,333
            
            
            $
            0.07
            
            
            
            3.0Exercisable
      at November 30, 2009
            
            
            2,133,333
            
            
            $
            0.07
            
            
            
            3.0





During
the three months ended November 30, 2009 and 2008, the Company recognized total
compensation expense related to stock options of $150,000 and
$203,397 respectively and is included as a component of stock based
compensation expense disclosed separately in the accompanying consolidated
statements of loss and comprehensive loss.





10.
            INCOME
      TAXES





As at
November 30, 2009 and August 31, 2009, there were no differences between
financial reporting and tax bases of assets and liabilities.  The
Company will have tax losses available to be applied against future years'
income as result of the losses incurred.  However, due to the losses
incurred in the period and expected future operating results, management
determined that it is more likely than not that the deferred tax asset resulting
from the tax losses available for carryforward will not be realized through the
reduction of future income tax payments.  Accordingly a 100% valuation
allowance has been recorded for deferred income tax assets.





11.
            SUBSEQUENT
      EVENT





On
December 5, 2009, the investor as discussed in Note 5 advanced the Company in
the form of a $50,000 short term loan.  The terms of the loan are in
discussion and dependent on our current efforts to successfully obtain
additional financing.   Proceeds from this loan was used to
complete the fiscal year 2009 Annual Report on Form 10-K, which included
auditor, legal, printing, and other professional fees.  The remaining
funds are being used to fund our operations.





As
discussed in Note 5, the Company is currently in default on its Senior Secured
Convertible Debenture, as the Company was unable due to its financial
wherewithal to repay the balance owed at the maturity date.  As an
event of default, the interest rate is increased to twenty percent (20.0%) until
the date of such cure.  The Company is currently in negotiation with
the Note Holder.





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





Fiscal
year 2009 was a disappointing year for the Company.  During fiscal
years 2007 to 2009, we funded two full featured films and various print and
advertising campaigns for our largest customer and related party, National
Lampoon, Inc.  In 2009 we reviewed and determined that the featured
films and the print and advertising campaigns significantly
underperformed.  With this underperformance, and the deteriorating
financial condition of National Lampoon, Inc., we recorded a total charge of
approximately $4.4 million during the second half of fiscal year
2009.





Starting
in fiscal year 2010 we modified our strategic plan to focus solely on the
development and distribution of direct response infomercials.  Our
ability to implement our revised strategy is highly dependent on our ability to
successfully raise additional capital.





Results
of Operations





Comparison
of the Three Months Ended November 30, 2009 and 2008





Revenue





Revenue
was $Nil and $344,494 for the three months ended November 30, 2009 and 2008,
respectively.  Due to the loss of our largest customer as explained
above, the Company recorded no revenue for the three months ended November 30,
2009.  During the three months ended November 30, 2008 the Company
delivered one infomercial which generated revenue of $183,650.  No
infomercials were delivered during the three months ended November 30,
2009.





Costs
and Expenses





Cost and expenses was $211,770 compared to $629,076 for the three months ended
November 30, 2009 and 2008, respectively.   The decrease of
$417,376 was due to our expense reduction efforts caused by our reduction in
revenue as discussed above.   Professional fees decreased
$88,081, salary and wages decreased $18,575 and bad debt decreased
$30,000.  Total stock based compensation expense decreased $204,267
due to no contractors being paid with common shares as incurred during the same
period of the prior year.  The remaining difference is due to normal
fluctuations in operating expenses based on business operations.





Interest
Expense





Interest expense was $36,500 compared to $34,000 for the years ended August 31,
2009 and 2008, respectively.   Interest expense related to our
debt as discussed in both Note 5 and Note 6.





10




Liquidity
and Capital Resources





As of
November 30, 2009 we had no cash and a working capital deficiency of $2.3
million.  A substantial amount of cash will be required in order to
continue 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.  We
have been in discussion with, and we continue to seek, private investors in
hopes of raising enough capital to efficiently operate our
business.





The
Company is currently in default on its Senior Secured Convertible Debenture
discussed in Note 5 of the attached consolidated financial statements at
November 30, 2009.  As an event of default, the interest rate is
increased to twenty percent (20.0%) until the date of such cure.  The
Company is currently in negotiation with the Note Holder.





The
Company is currently in default on the Williams-Laikin loans discussed in Note 6
of the attached consolidated financial statements at November 30,
2009.   In an event of default occurs and is continuing, and in
every such case, unless the principal of the note shall have already become due
and payable, the holder by a notice in writing to the Company may declare all of
the principal of this note, together with accrued interest thereon, to be due
and payable immediately.  No such notice has been received as of the
date of this filing.





In the
event the Company or any of its subsidiaries make an assignment for the benefit
of creditors, or put in writing its inability to pay its debts generally as they
become due, or a notice of lien, levy or assessment is filed of record or given
to Company or any of its subsidiaries with respect to all or any of their
respective assets by any federal, state, local department or agency, and such
lien, levy or assessment is not released or paid within a reasonable period of
time but in no event longer than twenty (20) days from the date such lien, levy,
or assessment is filed, or such longer period of time as is appropriate in the
case of any such lien, levy or assessment that is being contested in good faith
and by appropriate proceedings; then all principal and accrued interest shall
become and be immediately due and payable without any declaration or other act
on the part of the note holder.





Based
upon the above we have not been able to raise the capital expected to pursue our
business plan. We are seeking advice from investment professionals on how to
obtain additional capital. We will need to raise additional capital to continue
our operations and there is no assurance that we will be successful in raising
the needed capital. Currently we have no material commitments for capital
expenditures.





On
December 5, 2009, the investor as discussed in Note 5 and Note 11 advanced the
Company in the form of a $50,000 short term loan.  The terms of the
loan are in discussion and dependent on our current efforts to successfully
obtain additional financing.   Proceeds from this loan was used
to complete the fiscal year 2009 Annual Report on Form 10-K, which included
auditor, legal, printing, and other professional fees.  The remaining
funds are being used to fund our operations.





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, revenues and expense amounts reported. These estimates can
also affect supplemental information contained in our external disclosures
including information regarding contingencies, risk and financial condition. We
believe our use if estimates and underlying accounting assumptions adhere to
GAAP and are consistently and conservatively applied. We base our estimates on
historical experience and on various other assumptions that we believe to be
reasonable under the circumstances. Actual results may differ materially from
these estimates under different assumptions or conditions. We continue to
monitor significant estimates made during the preparation of our financial
statements.





Our
significant accounting policies are summarized in Note 3 of our annual financial
statements filed on Form 10-K and dated December 14, 2009.  While all these
significant accounting policies impact its financial condition and results of
operations, Red Rock views certain of these policies as critical. Policies
determined to be critical are those policies that have the most significant
impact on the Company’s consolidated financial statements and require management
to use a greater degree of judgment and estimates. Actual results may differ
from those estimates. Our management believes that given current facts and
circumstances, it is unlikely that applying any other reasonable judgments or
estimate methodologies would cause effect on our consolidated results of
operations, financial position or liquidity for the periods presented in this
report.





ITEM
3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISKS





The
Company is not subject to certain market risks, including changes in interest
rates and currency exchange rates.





11




ITEM
4. CONTROLS AND PROCEDURES





Our
management is responsible for establishing and maintaining adequate internal
control over financial reporting as defined in Rules 13a-15(f) under the
Exchange Act. Our internal control over financial reporting is designed to
provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance
with U.S. generally accepted accounting principles.  Our internal
control over financial reporting includes those policies and procedures
that:





(i) pertain
to the maintenance of records that, in reasonable detail, accurately and fairly
reflect the transactions and dispositions of our assets;





(ii)
provide reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with U.S. generally
accepted accounting principles, and that our receipts and expenditures are being
made only in accordance with authorizations of our management and directors;
and





(iii)
provide reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use or disposition of assets that could have a
material effect on the financial statements.





Because
of its inherent limitations, internal control over financial reporting may not
prevent or detect misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions or that the degree of compliance
with the policies or procedures may deteriorate.





Management
conducted an evaluation of the effectiveness of our internal control over
financial reporting based on the framework in Internal Control – Integrated
Frameworkissued by the Committee of Sponsoring Organizations of the
Treadway Commission. A material weakness is a deficiency, or a combination of
deficiencies, in internal control over financial reporting, such that there is a
reasonable possibility that a material misstatement to the Company's annual or
interim financial statements will not be prevented or detected.





In the
course of management's assessment, we have identified the following material
weaknesses in internal control over financial reporting:





-
            Segregation of Duties–
      As a result of limited resources, we did not maintain proper segregation
      of incompatible duties. Namely the lack of an audit committee, an
      understaffed financial and accounting function, and the need for
      additional personnel to prepare and analyze financial information in a
      timely manner and to allow review and on-going monitoring and enhancement
      of our controls. The effect of the lack of segregation of duties
      potentially affects multiple processes and
  procedures.





-
            Maintenance of Current
      Accounting Records– This weakness specifically affects the
      payments and purchase cycle and therefore we failed to maintain effective
      internal controls over the completeness and cut off of accounts payable,
      expenses and other capital
transactions.





-
            Application of GAAP –
      We did not maintain effective internal controls relating to the
      application of generally accepted accounting principles in accounting for
      transactions for common shares issued for interest
  expense.





We are in
the continuous process of improving our internal control over financial
reporting in an effort to eliminate these material weaknesses through improved
supervision and training of our staff, but additional effort is needed to fully
remedy these deficiencies. Management has engaged a Certified Public Accountant
as a consultant to assist with the financial reporting process in an effort to
mitigate some of the identified weaknesses. The Company intends on hiring the
necessary staff to address the weaknesses once additional capital is obtained
which will allow full operations to commence.





Because
of its inherent limitations, internal control over financial reporting may not
prevent or detect misstatements.  Therefore, even those systems
determined to be effective can provide only reasonable assurance with respect to
financial statement preparation and presentation.




12




PART II - OTHER
INFORMATION





ITEM 1.  LEGAL
PROCEEDINGS





We are
involved in routine litigation incidental to the conduct of our business. There
are currently no material pending litigation proceedings to which we are a party
or to which any of our property is subject.





ITEM
1A. RISK FACTORS.





There are no material changes to
the risk factors disclosed in our annual report filed on Form 10-K dated
December 14, 2009.




ITEM 2. UNREGISTERED
SALES OF EQUITY SECURITIES AND USE OF PROCEEDS





None





ITEM 3.  DEFAULTS
UPON SENIOR SECURITIES





The
Company is currently in default on its Senior Secured Convertible Debenture
discussed in Note 5 of the attached consolidated financial statements at
November 30, 2009.  As an event of default, the interest rate is
increased to twenty percent (20.0%) until the date of such cure.  The
Company is currently in negotiation with the Note Holder.





The
Company is currently in default on the Williams-Laikin loans discussed in Note 6
of the attached consolidated financial statements at November 30,
2009.   In an event of default occurs and is continuing, and in
every such case, unless the principal of the note shall have already become due
and payable, the holder by a notice in writing to the Company may declare all of
the principal of this note, together with accrued interest thereon, to be due
and payable immediately.  No such notice has been received as of the
date of this filing.





In the
event the Company or any of its subsidiaries make an assignment for the benefit
of creditors, or put in writing its inability to pay its debts generally as they
become due, or a notice of lien, levy or assessment is filed of record or given
to Company or any of its subsidiaries with respect to all or any of their
respective assets by any federal, state, local department or agency, and such
lien, levy or assessment is not released or paid within a reasonable period of
time but in no event longer than twenty (20) days from the date such lien, levy,
or assessment is filed, or such longer period of time as is appropriate in the
case of any such lien, levy or assessment that is being contested in good faith
and by appropriate proceedings; then all principal and accrued interest shall
become and be immediately due and payable without any declaration or other act
on the part of the note holder.




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





None





ITEM 5.  OTHER
INFORMATION





None





ITEM 6.
 EXHIBITS





(a)Exhibits




Exhibit
      Number
            
            Description
      of Exhibit31.1
            
            Certification
      of Principal Executive Officer and Principal Financial Officer pursuant to
      Rule 13a-14 and Rule 15d-14(a), promulgated under the Securities Exchange
      Act of 1934, as amended32.1
            
            Certification
      of Principal Executive Officer and Principal Financial Officer pursuant to
      18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
      Sarbanes-Oxley Act of 2002





13








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:  January
      15, 2010
            By:
      /s/ Reno
      RolléReno
      RolléPresident,
      Chief Executive Officer, and Director