UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON,
D.C. 20549





FORM
10-QSB





(Mark
One)





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





For the
quarter ended: February 29,
2008





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





For the
transition period from ___________ to ___________





Commission
file number: 333-108690





RED
ROCK PICTURES HOLDINGS INC.


(Exact
name of registrant as specified in its charter)





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




(323)
790-1813


(Registrant’s
telephone number, including area code)




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




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




State the
number of shares outstanding of each of the issuer’s classes of common equity,
as of April 18, 2008: 84,493,335 shares of common stock.















RED
ROCK PICTURES HOLDINGS, INC.




(A
Development Stage Company)




Form
10-QSB





Six
Months Ending February 29, 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
            8Item
      3.
            Controls
      and Procedures
            11PART
      II - OTHER INFORMATIONItem
      1.
            Legal
      Proceedings
            12Item
      2.
            Unregistered
      Sales of Equity securities and Use of Proceeds
            12Item
      3.
            Defaults
      Upon Senior Securities
            12Item
      4.
            Submission
      of Matters to a Vote of Security Holders
            12Item
      5
            Other
      Information
            12Item
      6.
            Exhibits
            12




1





RED
ROCK PICTURES HOLDINGS INC.





(A
Development Stage Company)




FINANCIAL
STATEMENTS




Unaudited
- See Review Engagement Report




BALANCE
SHEETS





February
      29, 2008
            
            
            August
      31,
              2007(unaudited)
            
            
            (audited)ASSETSCurrent
      AssetsCash
            
            $
            27,497
            
            
            $
            9,936Receivable
            
            
            185,000
            
            
            
            -Prepaid
      expenses
            
            
            2,137
            
            
            
            2,137Advances
      to shareholders
            
            
            64,598
            
            
            
            -Total
      Current Assets
            
            
            279,232
            
            
            
            12,073Other
      AssetsProduction
      advances and accrued interest
            
            
            4,005,029
            
            
            
            3,822,264Total
      Assets
            
            $
            4,284,261
            
            
            $
            3,834,337LIABILITIES
      AND STOCKHOLDERS' EQUITYCurrent
      LiabilitiesAccounts
      payable and accrued liabilities
            
            $
            101,259
            
            
            $
            54,468Convertible
      note payable
            
            
            391,550
            
            
            
            -Advances
      from shareholder
            
            
            -
            
            
            
            68,172Advances
      from related parties
            
            
            2,100,416
            
            
            
            2,030,608Total
      Current Liabilities
            
            
            2,593,225
            
            
            
            2,153,248Total
      Liabilities
            
            
            2,593,225
            
            
            
            2,153,248Stockholders'
      EquityCommon
      stock
            
            
            83,789
            
            
            
            64,535Additional
      paid-in capital
            
            
            7,988,740
            
            
            
            6,641,843Deficit
      accumulated during the development stage
            
            
            (6,381,493
            )
            
            
            (5,025,289
            )Total
      Stockholders' Equity
            
            
            1,691,036
            
            
            
            1,681,089Total
      Liabilities and Stockholders' Equity
            
            $
            4,284,261
            
            
            $
            3,834,337The
      accompanying notes are an integral part to these financial
      statements.










2




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


STATEMENTS OF OPERATIONS(Unaudited)Three
      Months Ended
              February
      29,
              2008
            
            
            Three
      Months Ended
              February 28,
              2007
            
            
            For
      The Period From Inception to February 29,
              2008
            
            
            Six
      Months Ended
              February
      29,
              2008
            
            
            Six
      Months Ended
              February
      28,
              2007REVENUEInterest
      income
            
            $
            89,332
            
            
            $
            12,461
            
            
            $
            317,818
            
            
            $
            178,665
            
            
            $
            14,154EXPENSESStock
      based compensation
            
            
            1,147,984
            
            
            
            2,976,000
            
            
            
            5,637,544
            
            
            
            1,318,150
            
            
            
            2,976,000Financial
            
            
            56,886
            
            
            
            257
            
            
            
            140,223
            
            
            
            109,358
            
            
            
            257Office
      and general
            
            
            23,067
            
            
            
            36,727
            
            
            
            130,675
            
            
            
            41,740
            
            
            
            47,687Professional
      fees
            
            
            18,219
            
            
            
            13,630
            
            
            
            134,837
            
            
            
            28,191
            
            
            
            30,643Salaries
      and wages
            
            
            11,058
            
            
            
            54,492
            
            
            
            203,534
            
            
            
            25,430
            
            
            
            66,351Rent
            
            
            6,000
            
            
            
            6,000
            
            
            
            36,000
            
            
            
            12,000
            
            
            
            12,000Advertising
      and promotion
            
            
            -
            
            
            
            -
            
            
            
            350,000
            
            
            
            -
            
            
            
            -Total
      Expenses
            
            
            1,263,214
            
            
            
            3,087,106
            
            
            
            6,632,813
            
            
            
            1,534,869
            
            
            
            3,132,938NET
      LOSS
            
            $
            (1,173,882
            )
            
            $
            (3,074,645
            )
            
            $
            (6,314,995
            )
            
            $
            (1,356,204
            )
            
            $
            (3,118,784
            )LOSS
      PER WEIGHTED NUMBER OF SHARES OUTSTANDING - BASIC AND
    DILUTED
            
            $
            (0.01
            )
            
            $
            (0.05
            )
            
            
            
            
            
            $
            (0.02
            )
            
            $
            (0.05
            )WEIGHTED
      AVERAGE NUMBER OF SHARES OUTSTANDING - BASIC AND DILUTED
            
            
            78,477,512
            
            
            
            61,755,967
            
            
            
            
            
            
            
            72,709,233
            
            
            
            61,755,967The
      accompanying notes are an integral part to these financial
      statements.








3




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





STATEMENTS OF CASH FLOWS(Unaudited)Six
      Months Ended
              February
      29,
              2008
            
            
            Six
      Months Ended
              February
      28,
              2007
            
            
            For
      The Period From Inception to February 29,
              2008CASH
      FLOWS FROM OPERATING ACTIVITIESNet
      loss
            
            $
            (1,356,204
            )
            
            $
            (3,118,784
            )
            
            $
            (6,314,995
            )Adjustment
      to reconcile net loss to net cash provided by operating
      activities:Stock
      options compensation
            
            
            340,334
            
            
            
            -
            
            
            
            652,307Stock
      based compensation
            
            
            977,816
            
            
            
            2,976,000
            
            
            
            5,663,982Accrued
      interest on note receivable
            
            
            39,550
            
            
            
            -
            
            
            
            39,550Changes
      in operating assets and liabilities:Note
      receivable
            
            
            -
            
            
            
            820
            
            
            
            -Prepaid
      expenses
            
            
            -
            
            
            
            (2,137
            )
            
            
            (2,137
            )Accounts
      payable and accrued liabilities
            
            
            46,792
            
            
            
            7,060
            
            
            
            93,032NET
      CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES
            
            
            48,288
            
            
            
            (137,041
            )
            
            
            131,739CASH
      FLOWS FROM INVESTING ACTIVITIESProduction
      advances and accrued interest
            
            
            (182,765
            )
            
            
            (944,895
            )
            
            
            (4,005,029
            )CASH
      FLOWS FROM FINANCING ACTIVITIESProceeds
      from convertible note
            
            
            215,000
            
            
            
            -
            
            
            
            215,000Advances
      from shareholder
            
            
            (132,770
            )
            
            
            -
            
            
            
            (64,598
            )Proceeds
      from advances from related parties
            
            
            69,808
            
            
            
            -
            
            
            
            2,100,416Issuance
      of common stock, net of deferred financing fees
            
            
            -
            
            
            
            1,999,875
            
            
            
            1,649,969CASH
      FLOWS PROVIDED BY FINANCING ACTIVITIES
            
            
            152,038
            
            
            
            1,999,875
            
            
            
            3,900,787NET
      INCREASE IN CASH
            
            
            17,561
            
            
            
            917,939
            
            
            
            27,497CASH,
      BEGINNING OF PERIOD
            
            
            9,936
            
            
            
            1,085
            
            
            
            -CASH,
      END OF PERIOD
            
            $
            27,497
            
            
            $
            919,024
            
            
            $
            27,497The
      accompanying notes are an integral part to these financial
      statements.









4





RED
ROCK PICTURES HOLDINGS INC.
 
 (A
Development Stage Company)
  NOTE
TO THE FINANCIAL STATEMENTS




1.
            ORGANIZATION
      AND NATURE OF BUSINESS




Nature
of Business




Red Rock
Pictures, Inc. was incorporated on August 18, 2006 under the laws of the State
of Nevada and was acquired by Red Rock Pictures Holdings Inc. (the "Company") on
August 31, 2006.  The Company is a development stage company that
plans to engage in the business of 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 August 18, 2006 the date of inception) as adjusted to give
effect to any difference in the par value of the issuer’s and the accounting
acquirer’s stock with an offset to additional paid in capital.  The
basis of the assets and liabilities of Red Rock Pictures, Inc., the accounting
acquirer, has been carried over in the recapitalization.  In addition,
Maneki agreed to cancel 1,500,000 shares of its common stock.  The
terms of the Agreement were consummated on August 31, 2006 and Maneki now owns
100% of the equity interests of Red Rock Pictures, Inc.  On October
31, 2006, Maneki Mining Inc. filed a certificate of amendment, changing the
legal name of the corporation to Red Rock Pictures Holdings Inc.




2.
            BASIS
      OF PRESENTATION




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




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.






5




RED
ROCK PICTURES HOLDINGS INC.
 
 (A
Development Stage Company)
  NOTE
TO THE FINANCIAL STATEMENTS






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 June
8, 2007, the Company entered into loan agreements with the N. Williams Family
Investments, L.P. and Daniel Laikin (collectively, “Williams-Laikin”) for
$1,000,000 each for a total of $2,000.000.  The proceeds of these
loans are to fund the Company’s obligation to advance production costs to
National Lampoon for a motion picture production.  The loan is secured
by the film.  The loans bear 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 July 7, 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 three months ended February
29, 2008 the Company issued 11,440,662 shares pursuant to this requirement and
have been valued at the market value of the common stock on the date of
issue.




5.
            CAPITAL
      STOCK




During
the three months ended February 29, 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.




6.
            STOCK
      OPTION AND EQUITY INCENTIVE PLAN




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




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








6




RED
ROCK PICTURES HOLDINGS INC.
 
 (A
Development Stage Company)
  NOTE
TO THE FINANCIAL STATEMENTS




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




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.




7.
            CONVERTIBLE
      NOTE PAYABLE




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 six months ended February
29, 2008, the balance of the funds remain outstanding.




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




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




8.
            SUPPLEMENTAL
      CASH FLOW INFORMATION




During
the three months ended February 29, 2008 and February 28, 2007 and for the
period from the date of inception (August 18, 2006) to February 29, 2008, there
was no interest or taxes paid by the Company.








7





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 February 29, 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.






8






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 February 29, 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 1stquarter 2008 and two additional films
are scheduled to be released during the 3rdand 4thquarters 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.




The
Company intends to enter into agreements to fund and co-produce a slate of
National Lampoon mid-budget films. As of February 29, 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.





During
March 2008 a Letter of Intent to acquire a direct marketing television
production company was signed. The acquisition is expected to be finalized
during the third quarter 2008.




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.






9




Results
of Operations





Comparative
Analysis for the six-month period ending February 29, 2008:





Interest
income for the six months ended February 29, 2008 was $178,665 and $14,154 for
the six-month period ended February 28, 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.





Office and general expenses for the six
months ended February 29, 2008 were $41,470 and $47,687 for the six-month
period ended February 28, 2007.  These expenses were primarily
attributable to the payment for insurance coverage and other general office
expenses.  Professional fees for the six months ending February 29,
2008 were $28,191 and $30,643 for the six-month period ended February 28,
2007.  These fees are attributable to legal, accounting and auditing
services. Rent for the six months ending February 29, 2008 and February 28, 2007
was $12,000. Salaries and wages for the six months ending February 29, 2008 were
$25,340 and $66,351 for the six-month period ended February 28, 2007. Stock
based compensation expense for the six months ending February 29, 2008 was
$1,318,150 and $2,976,000 for the six-month period ended February 28, 2007. For
the six months ending February 29, 2008, we had a net loss of $(1,356,204) and
$(3,118,784) for the six-month period ended February 28,
2007.





During
the period ending February 29, 2008, we had no provision for income taxes due to
the net operating losses incurred.





Liquidity
and Capital Resources




As of
February 29, 2008 we had $27,497 in cash and a working capital deficiency of
$2,313,993. 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. As of April 18, 2008, we received $165,000
in production loan repayments from National Lampoon, and expect further loan
payments during the third quarter 2008.





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 following Distribution
Agreement entered into during the year ended August 31, 2007 and executed
during the first quarter ended November 30, 2007.




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.






10






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 ended February 29,
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.





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.









11




PART
II - OTHER INFORMATION




Item
1. Legal Proceedings.




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




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




None.





Item
3. Defaults Upon Senior Securities.




None




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




None





Item
5. Other Information.




None




Item
6. Exhibits




(a)
            Reports
      on Form 8-K and Form 8K-A■
              
              
              ■
            8k
      filed January 16, 2008 based on the Departure of Directors or Certain
      Officers; Election of Directors; Appointment of Certain Officers;
      Compensatory Arrangements of Certain Officers
              
              8k
      filed April 8, 2008 based on Other Events relating to a correction to its
      March 6th,2008
      press release.(b)
            ExhibitsExhibit
      Number
            Exhibit
      Title31.1
            Certification
      of Robert Levy pursuant to 18 U.S.C. Section 1350 as adopted pursuant to
      Section 302 of the Sarbanes-Oxley Act of 2002.31.2
            Certification
      of Lorraine Evanoff pursuant to 18 U.S.C. Section 1350 as adopted pursuant
      to Section 302 of the Sarbanes-Oxley Act of 2002.32.1
            Certification
      of Robert Levy pursuant to 18 U.S.C. Section 1350 as adopted pursuant to
      Section 906 of the Sarbanes-Oxley Act of 2002.32.2
            Certification
      of Lorraine Evanoff pursuant to 18 U.S.C. Section 1350 as adopted pursuant
      to Section 906 of the Sarbanes-Oxley Act of
  2002.






12






SIGNATURES




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




RED
      ROCK PICTURES HOLDINGS, INC.RegistrantDate:
      April 21, 2008
            By:
      /s/ Robert
      LevyRobert
      LevyPresident,
      Chief Executive Officer, and Director







RED
      ROCK PICTURES HOLDINGS, INC.RegistrantDate:
      April 21, 2008
            By:
      /s/ Lorraine
      EvanoffLorraine
      EvanoffChief Financial
      Officer








13