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**UNITED STATES						SECURITIES AND EXCHANGE COMMISSION****WASHINGTON, D.C. 20549****FORM 10-QSB**

(Mark One)				[X]     QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934				For the quarter ended: **February 28, 2007**[  ]     TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934				For the transition period from ___________ to ___________

Commission file number: **333-108690****RED ROCK PICTURES HOLDINGS INC.**(Exact name of registrant as specified in its charter)
| **Nevada**                                                    | **98-0441032**                       |
|---------------------------------------------------------------|--------------------------------------|
| (State or other jurisdiction of                               | (I.R.S. Employer Identification No.) |
| incorporation or organization)                                |                                      |
|                                                               |                                      |
| **8228 Sunset Boulevard, 3rd Floor, Los Angeles, California** | **90046**                            |
| (Address of principal executive offices)                      | (Zip Code)                           |

Check whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the issuer was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [  ]   No [  ]				Indicate by check mark whether the registrant is a shell company as defined in Rule 12b-2 of the Exchange Act.   Yes [  ]   No [  ]				State the number of shares outstanding of each of the issuer’s classes of common equity, as of April 2, 2007: 62,462,495 shares of common stock.

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**RED ROCK PICTURES HOLDINGS, INC.****(A DEVELOPMENT STAGE COMPANY)****Form 10-QSB****For the Quarter Ended February 28, 2007**___________________**TAB****LE OF CONTENTS**___________________
|                               |                                                              | Page       |
|------------------------------------|-------------------------------------------------------------------|------------|
|                               |                                                              |       |
| **PART I - FINANCIAL INFORMATION** |
|                               |                                                              |       |
| Item 1.                            | Financial Statements                                              |            |
|                               | Balance Sheets                                                    | 3          |
|                               | Statements of Operations                                          | 4          |
|                               | Statements of Cash Flows                                          | 5          |
|                               | Notes to Financial Statements                                     | 6          |
| Item 2.                            | Management’s Discussion & Analysis or Plan of Operation | 9          |
| Item 3.                            | Controls and Procedures                                           | 12         |
|                               |                                                              | ** ** |
| **PART II - OTHER INFORMATION**    |
|                               |                                                              |            |
| Item 1.                            | Legal Proceedings                                                 | 12         |
| Item 2.                            | Unregistered Sales of Equity securities and Use of Proceeds       | 12         |
| Item 3.                            | Defaults Upon Senior Securities                                   | 13         |
| Item 4.                            | Submission of Matters to a Vote of Security Holders               | 13         |
| Item 5                             | Other Information                                                 | 13         |
| Item 6.                            | Exhibits                                                          | 13         |

2

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**RED ROCK PICTURES HOLDINGS INC.					CONSOLIDATED BALANCE SHEETS**
|                                                                                         | **February 28,								2007****** | ** **  | **August 31,								2006****** |   |
|----------------------------------------------------------------------------------------------|----------------------------------|-------------|--------------------------------|--------|
|                                                                                         | **(Unaudited)**                  | ** **  | **(Audited)**                  |   |
| **ASSETS**                                                                                   |                             |        |                           |   |
| =================================================================================            |
| CURRENT ASSETS                                                                               |                             |        |                           |   |
| Cash and cash equivalents                                                                    | $                                | 919,024     |                           | $      | 1,085 |   |
| Notes receivable                                                                             |                             | -           |                           |   | 820 |   |
| Prepaid expenses                                                                             |                             | 2,137  |                           |   | - |   |
|                                                                                              |
| Total Current Assets                                                                         |                             | 921,161     |                           |   | 1,905 |   |
|                                                                                    |                             |             |                           |   |  |   |
| Production advances and accrued interest                                                     |                             | 944,895     |                           |   | - |   |
|                                                                                              |
| TOTAL ASSETS                                                                                 | $                                | 1,866,056   |                           | $      | 1,905 |   |
| =================================================================================            |
|                                                                               |                             |        |                           |   |   |   |
| **LIABILITIES AND STOCKHOLDERS’ EQUITY**                                               |                             |        |                           |   |   |   |
|                                                                               |                             |        |                           |   |   |   |
| CURRENT LIABILITIES                                                                          |                             |        |                           |   |   |   |
| Accounts payable and accrued liabilities                                                     | $                                | 26,695      |                           | $      | 19,635 |   |
| Advances from shareholder                                                                    |                             | 4,031       |                           |   | 4,031 |   |
|                                                                                              |
| TOTAL LIABILITIES                                                                            |                             | 30,726      |                           |   | 23,666 |   |
|                                                                                              |
|                                                                               |                             |             |                           |   |  |   |
| STOCKHOLDERS’ EQUITY (DEFICIT)                                                         |                             |             |                           |   |  |   |
| Preferred stock - $.001 par value; 5,000,000 shares authorized, none issued or outstanding   |                             | -           |                           |   | - |   |
| Common stock - $.001 par value; 120,000,000 shares authorized, 62,350,000 shares outstanding |                             | 62,350      |                           |   | 60,350 |   |
| Additional paid-in capital                                                                   |                             | 4,973,875   |                           |   | - |   |
| Deficit                                                                                      |                             | (3,200,895  | )                              |   | (82,111 | ) |
|                                                                                              |
| TOTAL STOCKHOLDERS’ EQUITY (DEFICIT)                                                   |                             | 1,835,330   |                                |   | (21,761 | ) |
|                                                                                              |
| TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY                                             | $                                | 1,866,056   |                           | $      | 1,905 |   |
| =================================================================================            |

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**RED ROCK PICTURES HOLDINGS INC.****CONSOLIDATED STATEMENTS OF OPERATIONS**

|                                                                                |   | **Three Months								Ended 								February 28,								2007** |       | **Six Months								Ended								February 28,								2007** |   | **For the								Period From									August 18, 2006									(Date of									Inception) to****February 28,								2007** |   |
|-------------------------------------------------------------------------------------|--------|----------------------------------------------------------------|------------|-------------------------------------------------------------|--------|---------------------------------------------------------------------------------------------------------------------------|--------|
|                                                                                     |
|                                                                      |   |                                                           |       |                                                        |   |                                                                                                                      |   |
| REVENUE                                                                             |   |                                                           |       |                                                        |   |                                                                                                                      |   |
| Interest income                                                                     |   | $                                                              | 12,461     |                                                        | $      | 14,154                                                                                                                    |   | $ | 14,154 |   |
|                                                                                     |
|                                                                           |   |                                                           |            |                                                        |   |                                                                                                                           |   |   |  |   |
| EXPENSES                                                                            |   |                                                           |            |                                                        |   |                                                                                                                           |   |   |  |   |
| Financial                                                                           |   |                                                           | 257        |                                                        |   | 257                                                                                                                       |   |   | 257 |   |
| Office and general                                                                  |   |                                                           | 36,727     |                                                        |   | 47,687                                                                                                                    |   |   | 48,289 |   |
| Professional fees                                                                   |   |                                                           | 13,630     |                                                        |   | 30,643                                                                                                                    |   |   | 45,651 |   |
| Rent                                                                                |        |                                                                | 6,000      |                                                             |        | 12,000                                                                                                                    |        |  | 12,000 |  |
| Salaries and wages                                                                  |   |                                                           | 54,492     |                                                        |   | 66,351                                                                                                                    |   |   | 66,351 |   |
| Stock issued for services to directors                                              |   |                                                           | 2,976,000  |                                                        |   | 2,976,000                                                                                                                 |   |   | 2,976,000 |   |
|                                                                                     |
| TOTAL EXPENSES                                                                      |   |                                                           | 3,087,107  |                                                        |   | 3,132,938                                                                                                                 |   |   | 3,148,548 |   |
|                                                                                     |
|                                                                      |   |                                                           |            |                                                        |   |                                                                                                                           |   |   |  |   |
| NET LOSS                                                                            |   | $                                                              | (3,074,646 | )                                                           | $      | (3,118,784                                                                                                                | )      | $ | (3,134,394 | ) |
| =================================================================================== |
|                                                                      |   |                                                           |            |                                                        |   |                                                                                                                           |   |   |  |   |
| Loss per common share, basic and diluted                                            |   | $                                                              | (0.05      | )                                                           | $      | (0.05                                                                                                                     | )      |  |  |  |
| =================================================================================== |
|                                                                      |   |                                                           |            |                                                        |   |                                                                                                                           |   |  |  |  |
| Weighted average shares outstanding, basic and diluted                              |   |                                                           | 61,155,333 |                                                        |   | 61,755,967                                                                                                                |   |  |  |  |
|                                                                                     |

See accompanying notes to these financial statements.				4

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**RED ROCK PICTURES HOLDINGS INC.****CONSOLIDATED STATEMENTS OF CASH FLOWS**
|                                                                          | **Six Months Ended								February 28,								2007** |       | **For the								Period From								August 18, 2006								(Date of								Inception) to****February 28,								2007** |   |
|-------------------------------------------------------------------------------|------------------------------------------------------|------------|------------------------------------------------------------------------------------------------------------------------|--------|
|                                                                               |
|                                                                |                                                 |       |                                                                                                                   |   |
| CASH FLOWS FROM OPERATING ACTIVITIES:                                         |                                                 |       |                                                                                                                   |   |
| Net Loss                                                                      | $                                                    | (3,118,784 | )                                                                                                                      | $      | (3,134,394 | ) |
| Adjustments to reconcile net loss to net cash used by operating activities:   |                                                 |            |                                                                                                                   |   |  |   |
| Stock issued for services to directors                                        |                                                 | 2,976,000  |                                                                                                                   |   | 2,976,000 |   |
| Changes in Assets and Liabilities:                                            |                                                 |            |                                                                                                                   |   |  |   |
| Notes receivable                                                              |                                                 | 820        |                                                                                                                   |   | - |   |
| Prepaid expenses                                                              |                                                 | (2,137     | )                                                                                                                      |   | (1,237 | ) |
| Accounts payable and accrued liabilities                                      |                                                 | 7,060      |                                                                                                                   |   | 21,595 |   |
|                                                                               |
| NET CASH USED IN OPERATING ACTIVITIES                                         |                                                 | (137,041   | )                                                                                                                      |   | (138,036 | ) |
|                                                                               |
|                                                                |                                                 |            |                                                                                                                   |   |  |   |
| CASH FLOWS FROM INVESTING ACTIVITIES:                                         |                                                 |            |                                                                                                                   |   |  |   |
| Production advances and accrued interest                                      |                                                 | (944,895   | )                                                                                                                      |   | (944,895 | ) |
|                                                                               |
| NET CASH PROVIDED BY INVESTING ACTIVITIES                                     |                                                 | (944,895   | )                                                                                                                      |   | (944,895 | ) |
|                                                                               |
|                                                                |                                                 |            |                                                                                                                   |   |  |   |
| CASH FLOWS FROM FINANCING ACTIVITIES:                                         |                                                 |            |                                                                                                                   |   |  |   |
| Issuance of common stock                                                      |                                                 | 1,999,875  |                                                                                                                   |   | 2,001,955 |  |
|                                                                               |
| NET CASH PROVIDED BY FINANCING ACTIVITES                                      |                                                 | 1,999,875  |                                                                                                                   |   | 2,001,955 |   |
|                                                                               |
|                                                                |                                                 |            |                                                                                                                   |   |  |   |
| NET CHANGE IN CASH & CASH EQUIVALENTS                                     |                                                 | 917,939    |                                                                                                                   |   | 919,024 |   |
|                                                                |                                                 |            |                                                                                                                   |   |  |   |
| CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD                              |                                                 | 1,085      |                                                                                                                   |   | - |   |
|                                                                               |
|                                                                |                                                 |            |                                                                                                                   |   |  |   |
| CASH AND CASH EQUIVALENTS AT END OF PERIOD                                    | $                                                    | 919,024    |                                                                                                                   | $      | 919,024 |   |
| ============================================================================= |

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**1.     ORGANIZATION AND NATURE OF BUSINESS****Nature of Business**Red Rock Pictures, Inc. was incorporated on August 18, 2006 under the laws of the State of Nevada and was acquired by Red Rock Pictures Holdings Inc. (the "Company") on August 31, 2006.  The Company is a development stage company that plans to engage in the business of financing, producing and licensing feature-length motion pictures worldwide.**Organization**In August 2006, Red Rock Pictures, Inc. consummated a Share Exchange Agreement, whereby 100% of its shares were acquired by Maneki Mining Inc. ("Maneki"), a Nevada corporation, in exchange for 1,800,000 shares of Maneki.  As a result of the transaction, the former shareholders of the Red Rock Pictures, Inc. received approximately 51% ownership of Maneki.  The merger was therefore accounted for as a recapitalization of the Red Rock Pictures, Inc. into a shell company.  Accordingly, the issuance of shares will be recorded by eliminating Maneki's assets, share capital and earnings.				The above transaction has been accounted for as a reverse merger (recapitalization) with Red Rock Pictures, Inc. being deemed the accounting acquirer and Maneki Mining Inc. being deemed the legal acquirer.  Accordingly, the historical financial information presented in the financial statements is that of Red Rock Pictures, Inc. (since August 18, 2006 the date of inception) as adjusted to give effect to any difference in the par value of the issuer’s and the accounting acquirer’s stock with an offset to additional paid in capital.  The basis of the assets and liabilities of Red Rock Pictures, Inc., the accounting acquirer, has been carried over in the recapitalization.  In addition, Maneki agreed to cancel 1,500,000 shares of its common stock.  The terms of the Agreement, were consummated on August 31, 2006 and Maneki now owns 100% of the equity interests of Red Rock Pictures, Inc.					On October 31, 2006, Maneki Mining Inc. filed a certificate of amendment, changing the legal name of the corporation to Red Rock Pictures Holdings Inc.**Basis of Presentation**The accompanying unaudited interim financial statements have been prepared in accordance with accounting principles generally accepted in the U.S. for interim financial information and with the instructions to Form 10-QSB and item 310 under subpart A of Regulation S-B. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three month period ended November 30, 2006 is not necessarily indicative of the results that may be expected for the year ending August 31, 2007. For further information, refer to the financial statements and footnotes thereto included in the Company’s annual report on Form 10-KSB for the year ended August 31, 2006.**2.     GOING CONCERN**The Company's financial statements are presented on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business.  The Company has experienced losses from operations since inception that raise substantial doubt as to its ability to continue as a going concern.					The Company's existence is dependent upon management's ability to develop profitable operations. Management anticipates the Company will attain profitable status through continued business development. The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the possible inability of the Company to continue as a going concern.

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**Proposed Milestones to Implement Business Operations**
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**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.**During the quarter ended February 28, 2007, the Company issued 680,000 private placement common shares to investment groups at an issue price of $2.50 per share.				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.

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**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.**                                                                                                                                                                                                                                                                                                                   |
|----------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                 | Registrant                                                                                                                                                                                                                                                                                                                                             |
|                 |                                                                                                                                                                                                                                                                                                                                                   |
| Date: April 13, 2007 | By: /s/ Robert Levy                                                                |
|                 | Robert Levy                                                                                                                                                                                                                                                                                                                                            |
|                 | President, Chief Executive Officer and Director                                                                                                                                                                                                                                                                                                        |
|                 |                                                                                                                                                                                                                                                                                                                                                        |
|                 |                                                                                                                                                                                                                                                                                                                                                   |
| Date: April 13, 2007 | By: /s/ David Kane                                                       |
|                 | David Kane                                                                                                                                                                                                                                                                                                                                             |
|                 | Chief Financial Officer (Principal Accounting Officer)                                                                                                                                                                                                                                                                                                 |
|                 |                                                                                                                                                                                                                                                                                                                                                        |
|                 |                                                                                                                                                                                                                                                                                                                                                        |

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