**CERTIFICATION**

**OF**
**CHIEF        FINANCIAL OFFICER**

**PURSUANT        TO 18 U.S.C. SECTION 1350,**

**AS        ADOPTED PURSUANT TO**

**SECTION        302 OF THE SARBANES-OXLEY ACT OF 2002**

| 1.     | I                  have reviewed this Form 10-QSB of Red Rock Pictures Holdings,                  Inc.;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
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| 2.     | Based                  on my knowledge, this report does not contain any untrue statement                  of a                  material fact or omit to state a material fact necessary to make                  the                  statements made, in light of the circumstances under which such                  statements                  were made, not misleading with respect to the period covered by                  this                  report;                                                                                                                                                                             |
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| 3.     | Based                  on my knowledge, the financial statements, and other financial                  information                  included in this report, fairly present in all material respects                  the                  financial condition, results of operations and cash flows of the                  small                  business issuer as of, and for, the periods present in this                  report;                                                                                                                                                                                                        |
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| 4.     | The                  small business issuer’s other certifying officer(s) and I are responsible                  for establishing and maintaining disclosure controls and procedures                  (as                  defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal                  control over financial reporting (as defined in Exchange Act Rules                  13-a-15(f) and 15d-15(f)) for the small business issuer and                  have:                                                                                                                                                     |
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|   | (a)    Designed                  such                  disclosure controls and procedures, or caused such disclosure controls                  and                  procedures to be designed under our supervision, to ensure that                  material                  information relating to the small business issuer, including its                  consolidated subsidiaries, is made known to us by others within                  those                  entities, particularly during the period in which this report is                  being                  prepared;                                 |
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|   | (b)    Designed                  such                  internal control over financial reporting, or caused such internal                  control                  over financial reporting to be designed under our supervision,                  to provide                  reasonable assurance regarding there liability of financial reporting                  and                  the preparation of financial statements for external purposes in                  accordance with generally accepted accounting                  principals;                                                                    |
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|   | (c)    Evaluated                  the                  effectiveness of the small business issuer’s disclosure controls and                  procedures and presented in this report our conclusions about the                  effectiveness of the disclosure controls and procedures, as of                  the end of                  the period covered by this report based on such evaluation;                  and                                                                                                                                                                                          |
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|   | (d)    Disclosed                  in                  this report any change in the small business issuer’s internal control                  over financing reporting that occurred during the small business                  issuer’s                  most recent fiscal quarter (the small business issuer’s fourth fiscal                  quarter in the case of an annual report) that has materially affected,                  or                  is reasonably likely to materially affect, the small business issuer’s                  internal control over financial reporting; and |
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| 5.     | The                  small business issuer’s other certifying officer(s) and I have disclosed,                  based on our most recent evaluation of internal control over financial                  reporting, to the small business issuer’s auditors and the audit committee                  of the small business issuer’s board of directors (or persons performing                  the equivalent functions):                                                                                                                                                                                                      |
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|   | (a)    All                  significant deficiencies and material weaknesses in the design                  or                  operation of internal control over financial reporting which are                  reasonably likely to adversely affect the small business issuer’s ability                  to record, process, summarize and report financial information;                  and                                                                                                                                                                                                                     |
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|   | (b)    Any                  fraud, whether or not material, that involved management or other                  employees who have a significant role in the small business issuer’s                  internal control over financial                  reporting.                                                                                                                                                                                                                                                                                                                                                      |

*/s/          David Kane*