U. S. Securities and Exchange Commission
                             Washington, D. C. 20549

                                    FORM 10-K

[X]  ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934

     For the fiscal year ended December 31, 2008
                               -----------------

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

     For the transition period from               to
                                    -------------    -------------

                               Commission File No.
                                    000-50892

                            Hangman Productions, Inc.
                           ------------------------
       (Name of Small Business Issuer as specified in its charter)

        UTAH                                        87-0638511
        ----                                        -----------
(State or other jurisdiction of                  (Employer I.D. No.)
       organization)

                            1338 S FOOTHILL DR. #200
                            SALT LAKE CITY, UT 84108
                                -----------------
                     (Address of Principal Executive Office)

 Issuer's Telephone Number, including Area Code:  (801) 649-3519

Securities registered pursuant to Section 12(b) of the Act: None
Securities  registered  pursuant to Section 12(g) of the Act: Common Stock,  par
value $0.01

Indicate by check mark if the  registrant is a well-known  seasoned  issuer,  as
defined in Rule 405 of the Securities Act. Yes [ ] No |X|

Check whether the issuer is not required to file reports  pursuant to Section 13
or 15 (d) of the Exchange Act . Yes |_| No |X|

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Securities  Exchange  Act of 1934  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 |X| No |_|

Indicate by check mark if disclosure of delinquent  filers  pursuant to item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K [ ]

Indicate by check mark whether the registrant is a large  accelerated  filer, an
accelerated filer, a non-accelerated filer or a smaller reporting company:

           Large accelerated filer [ ]  Accelerated filed         [ ]
           Non-accelerated filer   [ ]  Smaller reporting company [X]

Indicate by check mark whether the  registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes |_| No |X|

State issuer's revenue for its most recent fiscal year:  $3,694

     The market  value of the voting  stock held by  non-affiliates  is $46,875,
based on 187,500 shares held by  non-affiliates.  These  computations  are based
upon the bid  price  of $.25 for the  common  stock  of the  Company  on the OTC
Bulletin Board of the Financial Industry Regulatory Authority, Inc. ("FINRA") on
February 5, 2009. As of February 5, 2009, the registrant had 1,490,000 shares of
common stock outstanding.

Documents incorporated by reference: None

Transitional Small Business Disclosure Format: Yes |_| No |X|

                                       1
<PAGE>
<TABLE>
<CAPTION>


                                Table of Contents

<S>                                                                                                                              <C>
PART I............................................................................................................................3
   ITEM 1.        BUSINESS........................................................................................................3
   ITEM 1A.       RISK FACTORS....................................................................................................6
   ITEM 2:        PROPERTIES......................................................................................................9
   ITEM 3:        LEGAL PROCEEDINGS...............................................................................................9
   ITEM 4:        SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.............................................................9
PART II..........................................................................................................................10
   ITEM 5:        MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES...10
   ITEM 6:        SELECTED FINANCIAL DATA........................................................................................10
   ITEM 7:        MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION...........................11
   ITEM 7A:       QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.....................................................13
   ITEM 8.        FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA....................................................................14
   ITEM 9:        CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS..................................................................27
   ITEM 9A:       CONTROLS AND PROCEDURES........................................................................................27
   ITEM 9B:       OTHER INFORMATION..............................................................................................27
PART III.........................................................................................................................28
   ITEM 10:       DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE........................................................28
   ITEM 11.       EXECUTIVE COMPENSATION.........................................................................................30
   ITEM 12:       SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.................31
   ITEM 13:       CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE......................................32
   ITEM 14:       PRINCIPAL ACCOUNTANT FEES AND SERVICES.........................................................................32
   ITEM 15:       EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.....................................................................33
SIGNATURES.......................................................................................................................33
</TABLE>

                                       2
<PAGE>
                                     PART I

                           FORWARD LOOKING STATEMENTS

     In this report,  references to "Hangman  Productions," the "Company," "we,"
"us," and "our" refer to Hangman Productions, Inc.

     This annual report contains certain forward-looking statements and for this
purpose any  statements  contained in this annual report that are not statements
of  historical  fact may be deemed  to be  forward-looking  statements.  Without
limiting  the  foregoing,  words  such as "may,"  "will,"  "expect,"  "believe,"
"anticipate," "estimate" or "continue" or comparable terminology are intended to
identify  forward-looking  statements.  These statements by their nature involve
substantial  risks and  uncertainties,  and actual results may differ materially
depending  on a variety of  factors,  many of which are not within our  control.
These factors include but are not limited to economic  conditions  generally and
in the markets in which Hangman Productions may participate,  competition within
Hangman Productions' chosen industry,  technological  advances and failure by us
to successfully develop business relationships.

Item 1.  BUSINESS

     HISTORICAL DEVELOPMENTS

     Hangman  Productions,  Inc. a Utah corporation  (the "Company,"  "Hangman,"
"we," "us" and words of similar  import),  was  organized  under the laws of the
State of Utah on August 16,  1999,  under the name "BBC2,  Inc."  Following  the
Company's  organization  the Company  conducted  an offering of its common stock
pursuant to Rule 506 of Regulation D of the Securities and Exchange  Commission,
and applicable provisions of Rule 144-14-25s of the Utah Division of Securities.
On December 19, 2001, the Company changed its name to Hangman Productions, Inc.,
to more accurately  reflect the Company's  participation  in the film production
industry.

     The Company's  operations during the year ended December 31, 2008, resulted
in $3,694 in revenue.  The Company's cost of revenue for the year ended December
31,  2008,  was $3,250 and general and  administrative  expenses  were  $30,687,
resulting  in an operating  loss of  ($30,243),  and a net loss from  continuing
operations of ($34,878) after accounting for interest expenses, franchise taxes,
and excluding  discontinued  operations.  Including  the loss from  discontinued
operations of ($11,162) the Company incurred a net loss of ($46,040).

     The  independent  auditor's  report issued in  connection  with the audited
financial  statements  of the Company for the period  ended  December  31, 2008,
expresses  "substantial doubt about its ability to continue as a going concern,"
due to the  Company's  accumulated  losses,  minimal  assets,  negative  working
capital, and still developing operations.

     BUSINESS OPERATIONS

     Hangman is involved in the film production and management industry, focused
on seeking out  undiscovered  screenwriters,  and developing a pipeline  between
talented screenwriters and the Hollywood film-making  community.  The Company is
not only dedicated to developing relationships with the screenwriting community,
but also developing  relationships  within the film and entertainment  industry.
The Company  believes  its  two-fold  approach  will help bridge the gap between
screenwriters  ("content  providers") and production companies and film studios.
However,  Hangman's first objective is to build relationships with screenwriters
to enable the Company to access the screenwriters' library of content. Supply of
content will be generated and developed  through  screenplay  contests hosted by
the Company.

                                       3
<PAGE>
     SCREENPLAY CONTESTS

     For the past  few  years  the  Company  has been  focused  on  seeking  out
undiscovered    screenwriters    through    its    screenplay    contest,    the
ScreenplayShootout!   The   Company   completed   the  third   edition   of  the
ScreenplayShootout!  in  August,  2008.  The  Company  is  excited  to  continue
providing   opportunities   for  emerging   screenwriters   and  developing  our
relationships within both the screenwriting and the film-making community.

     Hangman will continue hosting the  ScreenplayShootout!  screenplay contests
throughout the next twelve months. The Company's management believes the Company
can generate  significant  revenue through  contest  submission fees and sponsor
participation.  Sponsor  participation  includes companies who will advertise on
Hangman's web properties and other promotional outlets,  targeting the Company's
participant  demographic.  The  Company is seeking to secure a sponsor  prior to
commencing  its next  screenplay  contest.  Regardless if the Company  obtains a
sponsor  the  Company  will  commence a contest  by June,  2009.  The  Company's
marketing  campaign for the  upcoming  contest  will  include  advertising  with
Filmmakers.com,   ScreenwritersUtopia.com,  and  MovieBytes.com  and/or  similar
screenplay  related  websites.  Hangman  will also  implement  a targeted  email
campaign to former contest's  participants as well as other  interested  parties
within the screenwriting community.

     Hangman   planned  to  develop   additional   contests  to  supplement  the
ScreenplayShootout!  However  the Company has decided at this time that it is in
the   Company's   best   interest   to   focus   on   further   developing   the
ScreenplayShootout!  and focus on securing sponsors for the  ScreenplayShootout!
The  ScreenplayShootout!  welcomes  submissions from all genres, and the Company
has determined that it may attract more sponsors,  who are looking to target the
overall  screenwriter  audience,  with  the  ScreenplayShootout!

     For further  information on the Company's  operations see See Part II, Item
7. Plan of Operation.

     DISTRIBUTION METHODS OF PRODUCTS AND SERVICES

     The  Company  seeks to attract  and  develop  talent  and enable  access to
content  through  its  screenplay  contests  activities.   Participants  of  the
screenplay  contests  will be able to  access  the  contests  via the  Company's
websites.  Hangman has developed  websites for its  contests,  and markets these
websites through internet banner advertisements, screenplay directory sites, and
printed  publications.  The  Company  has  also  created  a print  advertisement
campaign to target the film making and  entertainment  industry  and promote its
contests. Advertisements are primarily targeted during the Company's contests.

     COMPETITIVE BUSINESS CONDITIONS AND THE COMPANY'S POSITION IN THE INDUSTRY

     The  film  production  and  management   industry  is  highly  competitive.
Competition ranges from start-up production companies,  like Hangman, to billion
dollar,  multi-national  conglomerations.  It is the Company's  plan to position
itself  within the  industry as a supplier of content to the  industry's  larger
participants,  who will use the content to develop a variety of media  programs;
however, the Company is not currently providing content to any company.

     The  Company's  ability  to  obtain  access  to  content  is  driven by the
Company's ability to attract new and undiscovered  talent.  The Company is using
its contest-based  platform to develop  relationships  with the writer community
and develop  marketable  content.  The Company sponsored  contests face numerous
competitors.  Many of the competitors have similar web-based contests that offer
cash prizes and are affiliated with larger, well-known production companies. The
Company's  ScreenplayShootout!  is targeted for a broad audience. The contest is
open to all genres and has minimal requirements.  The entry fee is priced within
the median range of other  contests.  The cash prizes are also within the median
range  of other  contests.  Hangman  believes  that its  success  relies  on the
Company's  ability to build  brand  awareness  within the writer  community  and
establish  a  strong  network  with  a  variety  of  management  and  production
companies.

     DEPENDENCE ON ONE OR A FEW MAJOR CUSTOMERS

     Currently  the  Company's  financial  success  relies on the success of its
contests.  Currently the Company's only customers are the contest entrants.  The
Company  hopes to attract  additional  customers by  obtaining  sponsors for its
screenplay  contests.

     PATENTS, TRADEMARKS, LICENSES, FRANCHISES, CONCESSIONS, ROYALTY AGREEMENTS
     OR LABOR CONTRACTS

     Other than possibly applying for a trademark on the Company's name, Hangman
Productions, Inc., and the Company's screenplay contest the ScreenplayShootout!,
the Company does not foresee  filing any  applications  for patents or licenses.
The Company also does not plan to execute any franchises,  concession or royalty
agreements or labor contracts.

                                       4
<PAGE>
     EFFECT OF EXISTING OR PROBABLE GOVERNMENTAL REGULATIONS ON THE BUSINESS

     The integrated  disclosure system for small business issuers adopted by the
SEC in Release No.  34-30968 and effective as of August 13, 1992,  substantially
modified  the  information  and  financial  requirements  of a  "Small  Business
Issuer," defined to be an issuer that has revenues of less than $25 million;  is
a U.S. or Canadian issuer; is not an investment company; and if a majority-owned
subsidiary,  the parent is also a small business issuer;  provided,  however, an
entity is not a small  business  issuer if it has a public float (the  aggregate
market value of the issuer's  outstanding  securities held by non-affiliates) of
$25 million or more. We are now considered to be a "smaller  reporting  company,
effective February 4, 2008, when the SEC abolished Regulation SB.

     We are also subject to the  Sarbanes-Oxley  Act of 2002. This Act creates a
strong and  independent  accounting  oversight  board to oversee  the conduct of
auditors,  of public companies and to strengthen auditor  independence.  It also
requires  steps to  enhance  the  direct  responsibility  of senior  members  of
management for financial reporting and for the quality of financial  disclosures
made by public  companies;  establishes  clear statutory rules to limit,  and to
expose to public  view,  possible  conflicts  of interest  affecting  securities
analysts;  creates  guidelines for audit  committee  members'  appointment,  and
compensation and oversight of the work of public companies' auditors;  prohibits
certain insider trading during pension fund blackout periods;  and establishes a
federal crime of securities fraud, among other provisions.

     Section  14(a) of the Exchange Act requires all companies  with  securities
registered  pursuant  to Section  12(g) of the  Exchange  Act to comply with the
rules and regulations of the SEC regarding proxy  solicitations,  as outlined in
Regulation  14-A.  Matters  submitted to our stockholders at a special or annual
meeting  thereof or pursuant to a written consent will require us to provide our
stockholders  with  the  information  outlined  in  Schedules  14-A  or  14-C of
Regulation 14;  preliminary  copies of this information must be submitted to the
SEC at  least  10  days  prior  to the  date  that  definitive  copies  of  this
information are forwarded to our stockholders.

     We are also  required  to file  annual  reports on Form 10-K and  quarterly
reports on Form 10-Q with the Securities Exchange Commission on a regular basis,
and will be required to timely disclose certain  material events (e.g.,  changes
in corporate  control;  acquisitions or dispositions of a significant  amount of
assets  other than in the  ordinary  course of business;  and  bankruptcy)  in a
Current Report on Form 8-K.

     RESEARCH AND DEVELOPMENT COSTS DURING THE LAST TWO FISCAL YEARS

     None; not applicable

     COST AND EFFECTS OF COMPLIANCE WITH ENVIRONMENTAL LAWS

     None; not applicable.

     NUMBER OF TOTAL EMPLOYEES AND NUMBER OF FULL TIME EMPLOYEES

     Other than the Company's three executive officers and directors the Company
has no  employees.  Effective as of April 1, 2006,  the  Company's  officers and
directors  resolved  to  suspend  the  payment  of  salaries  until the  Company
generates  positive  operating cash flow.  Salaries will be reinstated  once the
Company  generates  positive  operating cash flow on a quarterly basis, at which
time Mr.  James  Doolin will receive  $1,000 per month,  Mr. Shane  Thueson will
receive $500 per month, and Mr. John Winchester will receive $100 per month.

     REPORTS TO SECURITY HOLDERS

     You may read and copy any materials  that we file with the SEC at the SEC's
Public  Reference Room at 100 F Street,  N.E.,  Washington,  D.C. 20549. You may
also find all of the reports that we have filed  electronically  with the SEC at
their internet site www.sec.gov

                                       5
<PAGE>
ITEM 1A.  RISK FACTORS

     The  Company's  business  operations  are highly  speculative  and  involve
substantial  risks.  Only investors who can bear the risk of losing their entire
investment should consider buying our shares.  Some of the risk factors that you
should consider are the following:

     EXECUTIVE  OFFICERS  HAVE NO  LONG-TERM  EXPERIENCE  WITHIN  THE  FILM  AND
     ENTERTAINMENT INDUSTRY

     The Company's  officers have no specific  experience in the film production
industry.  This lack of experience  may make it more  difficult to establish the
contacts and  relationships  necessary to successfully  execute on the Company's
business strategy.

     COMPETITION   FROM  PROVIDERS  OF  SIMILAR   PRODUCTS  AND  SERVICES  COULD
     MATERIALLY ADVERSELY AFFECT OUR REVENUES AND FINANCIAL CONDITION

     The industry in which the Company  competes is a rapidly  evolving,  highly
competitive and fragmented  market , which is based on consumer  preferences and
requires  substantial  human and capital  resources.  We expect  competition  to
intensify  in the  future.  There  can be no  assurance  that we will be able to
compete  effectively.  We  believe  that the  main  competitive  factors  in the
entertainment and film production  industries  include  effective  marketing and
sales, brand recognition,  product quality,  product placement and availability,
niche marketing and segmentation and value propositions. Many of our competitors
are established,  profitable and have strong  attributes in many, most or all of
these areas. They may be able to leverage their existing  relationships to offer
alternative  products  or  services  at more  attractive  pricing or with better
market  acceptance.  Other  companies  may also enter our  markets  with  better
products or services, greater financial and human resources and/or greater brand
recognition.  Competitors may continue to improve or expand current products and
introduce new products.  We may also have to rely on strategic  partnerships for
critical branding and relationship  leverage,  which partnerships may or may not
be  available  or  sufficient.  We cannot  assure  that we will have  sufficient
resources to make these investments or that we will be able to make the advances
necessary  to  be  competitive.   Increased  competition  may  result  in  price
reductions,  reduced gross margin and loss of market  share.  Failure to compete
successfully against current or future competitors could have a material adverse
effect on the Company's business, operating results and financial condition.

     THE  ENTERTAINMENT  AND FILM  PRODUCTION  INDUSTIRES  HAVE  RELATIVELY  LOW
     BARRIERS TO ENTRY AND THE COMPANY MAY FACE SIGNIFICANT COMPETITION

     There are  relatively  low barriers to entry into the  Company's  industry.
Because firms such as the Company rely on the skill, knowledge and relationships
of their  personnel and their ability to market their  products and services and
create brand awareness,  they have no patented technology that would preclude or
inhibit  competitors  from  entering  their  markets.  The Company  started with
limited capital and anyone  interested in entering the Company's  business could
also start with limited  capital.  In addition,  any large or small  management,
production  or film  studio  that  seeks to obtain  original  screenplays  could
initiate a contest like the  Company's or attract  content  through  numerous of
other  channels.  One of the most common  channels for Company's like Hangman to
attract content is by having an open submission  policy,  whereby anyone wanting
to  submit  material  can  mail  their  submission  directly  to  a  management,
production or film studio for no fee.

     The Company is likely to face additional competition from new entrants into
the market in the future  because  there are  relatively  low barriers to entry.
There can be no assurance that existing or future  competitors  will not develop
or offer services that provide significant performance, price, creative or other
advantages  over  those  offered  by the  Company,  which  could have a material
adverse effect on its business,  financial condition,  results of operations and
prospects.

     EXECUTIVE OFFICERS AND MAJORITY  SHAREHOLDERS  MAINTAIN SIGNIFICANT CONTROL
     OVER THE COMPANY AND ITS ASSETS

     Hangman's  executive  officers maintain control over the Company's board of
directors and also control the Company's  business  operations and policies.  In
addition, four shareholders, excluding the Company's executive officers, control
76.1% of the Company's  issued and outstanding  common stock.  Furthermore,  the
Doolin  Family  owns  69.5%  of the  Company's  outstanding  shares.  Management
believes  that this  constitutes  a  controlling  interest in the Company.  As a
result,  these  majority  shareholders  will  be able  to  exercise  significant
influence  over  all  matters  requiring  stockholder  approval,  including  the
election of directors and approval of significant corporate  transactions.  Such
concentration  of ownership may also have the effect of delaying or preventing a
change in control of the Company. See Part II, Item 11.

                                       6
<PAGE>
     WE MAY REQUIRE  ADDITIONAL FUNDS TO ACHIEVE OUR CURRENT  BUSINESS  STRATEGY
     AND OUR INABILITIY TO OBTAIN  ADDITIONAL  FINANCING COULD CAUSE US TO CEASE
     OUR BUSINESS OPERATIONS

     We may need to raise  additional  funds  through  public or private debt or
sale of equity to achieve our current business strategy.  Such financing may not
be available  when needed.  Even if such  financing is  available,  it may be on
terms that are materially  adverse to your interests with respect to dilution of
book value, dividend preferences,  liquidation  preferences,  or other terms. We
anticipate  requiring  additional funds in order to fully implement our business
plan to  significantly  expand  our  operations.  We may  not be able to  obtain
financing if and when it is needed on terms we deem acceptable.

     Over the next  twelve  months the  Company's  management  will  advance the
Company monies not to exceed $40,000, as loans to the Company.  The loan will be
on terms no less  favorable  to the  Company  than  would  be  available  from a
commercial  lender in an arm's length  transaction.  The loan from the Company's
management  will  provide the Company  with  enough cash  resources  to meet its
presently  anticipated working capital and capital expenditure  requirements for
the next 12 months. Beyond the next 12 months the Company's future liquidity and
capital  requirements  will  depend  upon the  success of its  business  and the
ability of the  Company  to  generate  profits  from  these  operations.  If the
Company's  operations are not able to generate  sufficient income and additional
monies are needed beyond the next twelve months,  it will be up to the Company's
management to raise additional monies.

     If we are  unable to obtain  financing  on  reasonable  terms,  we could be
forced to delay,  scale back or eliminate  certain  activities  and  development
programs.  In addition,  such inability to obtain  financing on reasonable terms
could have a material  negative effect on our business,  operating  results,  or
financial  condition to such extent that we are forced to restructure,  file for
bankruptcy,  sell  assets  or  cease  operations,  any of which  could  put your
investment dollars at significant risk.

     FUTURE DEBT FINANCING MAY INVOLVE RESTRICTIVE  COVENANTS THAT MAY LIMIT THE
     COMPANY'S OPERATING FLEXIBILITY

     Furthermore,  a debt  financing  transaction,  if  available,  may  involve
restrictive covenants,  which may limit the Company's operating flexibility with
respect to certain business matters. If additional funds are raised through debt
financing,  the debt holders may require the Company to make certain agreements,
covenants,  which  could  limit or prohibit  the  Company  from taking  specific
actions,  such as  establishing  a limit on further  debt; a limit on dividends,
limit on sale of assets, or specific collateral  requirements.  Furthermore,  if
the Company  raises funds  through debt  financing,  and the Company  would also
become subject to interest and principal payment obligations.


     IT IS LIKELY  THAT  ADDITIONAL  SHARES  OF OUR STOCK  WILL BE ISSUED IN THE
     NORMAL COURSE OF OUR BUSINESS DEVELOPMENT,  WHICH WILL RESULT IN A DILUTIVE
     AFFECT ON OUR EXISTING SHAREHOLDERS

     We will issue  additional  stock as  required to raise  additional  working
capital in order to secure  intellectual  properties,  undertake  new  projects,
recruit and retain an effective  management  team,  compensate  our officers and
directors,  engage  industry  consultants  and for  other  business  development
activities.

     THE COMPANY MAY EXPERIENCE  FLUCTUATIONS IN OPERATING RESULTS;

     The Company's  operating results are likely to fluctuate in the future as a
result of a variety of  factors.  Some of these  factors  may  include  economic
conditions,  the amount and timing of the receipt of new business; timing of the
Company's screenplay contests;  the success of the Company's screenplay contests
and the revenue generated from such contests, the marketability of the Company's
film projects, capital expenditures and other costs relating to the expansion of
operations;  the  ability of the  Company to develop  contacts  and  establish a
network within the entertainment production and management industry; the cost of
advertising  and  related  media.  Due  to all of  the  foregoing  factors,  the
Company's operating results in any given quarter may fall below expectations. In
such an event,  any future  trading  price of the  Company's  common stock would
likely be materially and adversely affected.

     AUDITOR'S  OPINION  EXPRESSES DOUBT ABOUT THE COMPANY'S ABILITY TO CONTINUE
     AS A "GOING CONCERN"

     The report of independent  registered  public  accounting  firm,  issued in
connection with the audited  financial  statements of the Company for the period
ended  December  31,  2008,  expresses  "substantial  doubt about its ability to
continue as a going concern," due to the Company's status as a development stage
company  and its lack of  significant  operations.  If the  Company is unable to
develop its operations,  the Company may have to cease to exist,  which would be
detrimental to the value of the Company's  common stock. The Company can make no
assurances  that its  business  operations  will develop and provide the Company
with significant cash to continue operations.

                                       7
<PAGE>
     THE COMPANY IS UNLIKELY TO PAY DIVIDENDS

     It is unlikely  that the Company will pay  dividends  on its common  stock,
resulting in an investor's only return on an investment in the Company's  common
stock is the  appreciation  of the per  share  price.  The  Company  can make no
assurances that the Company's common stock will ever appreciate.

     RISKS OF "PENNY STOCK"

     Our common stock may be deemed to be "penny  stock" as that term is defined
in Rule 3a51-1 of the SEC. Penny stocks are stocks (i) with a price of less than
five  dollars  per share;  (ii) that are not traded on a  "recognized"  national
exchange;  (iii) whose prices are not quoted on the NASDAQ  automated  quotation
system (NASDAQ- listed stocks must still meet requirement (i) above); or (iv) in
issuers with net tangible assets less than $2,000,000 (if the issuer has been in
continuous  operation for at least three years); or $5,000,000 (if in continuous
operation  for less than three  years);  or with  average  revenues of less than
$6,000,000 for the last three years.

     Section 15(g) of the Exchange Act and Rule 15g-2 of the SEC require  broker
dealers dealing in penny stocks to provide  potential  investors with a document
disclosing  the risks of penny stocks and to obtain a manually  signed and dated
written  receipt of the document  before  effecting any  transaction  in a penny
stock for the investor's  account.  Potential  investors in our common stock are
urged to obtain and read such disclosure  carefully before purchasing any shares
that are deemed to be "penny stock."

     Moreover,  Rule 15g-9 of the SEC requires broker dealers in penny stocks to
approve the  account of any  investor  for  transactions  in such stocks  before
selling  any  "penny  stock"  to that  investor.  This  procedure  requires  the
broker-dealer to (i) obtain from the investor information concerning his, her or
its financial situation,  investment experience and investment objectives;  (ii)
reasonably  determine,  based on that  information,  that  transactions in penny
stocks are suitable  for the  investor,  and that the  investor  has  sufficient
knowledge and experience as to be reasonably  capable of evaluating the risks of
penny stock  transactions;  (iii) provide the investor with a written  statement
setting forth the basis on which the  broker-dealer  made the  determination  in
(ii) above;  and (iv) receive a signed and dated copy of such statement from the
investor,  confirming  that it  accurately  reflects  the  investor's  financial
situation,  investment  experience and investment  objectives.  Compliance  with
these  requirements may make it more difficult for investors in our common stock
to resell their shares to third parties or to otherwise dispose of them.

     NO ASSURANCE  CAN BE GIVEN THAT ANY MARKET FOR THE  COMPANY'S  COMMON STOCK
     WILL  DEVELOP  OR BE  MAINTAINED  AND IF A  MARKET  DEVELOPS  THE  SALE  OF
     "UNREGISTERED" AND "RESTRICTED" SHARES BY MEMBERS OR MANAGEMENT MAY HAVE AN
     ADVERSE EFFECT ON THE MARKET FOR THESE SHARES

     Prior  to  the  Company's   organization,   the  Company   authorized   and
subsequently issued 400,000 shares of common stock to four individuals  pursuant
to a Pre-organization Subscription Agreement. The shares were issued for cash at
$0.01 per share for a total of $4,000.

     Following the Company's  organization,  it conducted an offering of 320,000
shares  of  common  stock at a price of  $0.05  per  share.  This  offering  was
conducted  under  Rule  506 of  Regulation  D of  the  Securities  and  Exchange
Commission, and applicable provisions of Rule 144-14-25s of the Utah Division of
Securities,  which  provides for sales of securities by public  solicitation  to
"accredited" and "sophisticated" investors. The offering was subsequently closed
December 20, 1999, with the Company having received gross proceeds of $16,000.

     On January 13, 2004, the Company completed  another  offering.  The Company
offered  20,000  shares of  common  stock at a price of $0.05  per  share.  This
offering was  conducted  under Rule 504 of  Regulation D of the  Securities  and
Exchange  Commission,  and the applicable  provisions of Rule  144-14-25s of the
Utah Division of Securities.  This offering was subsequently  closed February 1,
2004, with the Company having sold a total of 20,000 shares to  approximately 20
individuals, and having received gross proceeds of $1,000.

     In  March  2006,  the  Company  issued  750,000  shares  of   unregistered,
restricted  common stock to officers of the Company in exchange for  forgiveness
of $37,500 in accrued  salaries owed to them. The shares were valued at $.05 per
share based on the company's most recent trading activity in January of 2004.

                                       8
<PAGE>
     No assurance  can be given that any market for the  Company's  common stock
will be maintained.  If a public market ever develops in the future, the sale of
"unregistered"  and "restricted"  shares of common stock pursuant to Rule 144 of
the  Securities  and Exchange  Commission by members of management or others may
have a  substantial  adverse  impact on any such  market.  The  following  table
discloses  the date  that the  Company's  issued  shares  of  common  stock  are
available for resale:

                                 Date          Number of           Aggregate
        Name                   Acquired         Shares           Consideration
        ----                   --------        ---------         -------------
        JAMES P. DOOLIN*         08/99           50,000           $     500

        ALYCIA D. ANTHONY*       08/99           25,000           $     250

        RICHARD R. ANTHONY*      08/99           25,000           $     250

        MICHAEL J. DOOLIN*       08/99          300,000           $   3,000

        PURCHASERS UNDER         12/99          320,000           $  16,000
        RULE 506 OFFERING**

        PURCHASERS UNDER         01/04           20,000           $   1,000
        RULE 504 OFFERING***

        SHARES ISSUED IN         03/06          750,000           $  37,500
        EXCHANGE FOR FORGIVENESS
        OF DEBT ****

     * The 400,000  shares  that the  Company  issued in  September,  1999,  are
     eligible  for resale  pursuant to Rule 144 of the  Securities  and Exchange
     Commission.  These persons have  satisfied the "holding  period" under Rule
     144.

     ** The  320,000  shares  that the  Company  issued in  December,  1999,  in
     connection  with the Offering are  eligible for resale in  compliance  with
     Rule 144(k) of the Securities and Exchange  Commission.  These persons have
     satisfied the "holding period" under Rule 144.

     *** The 20,000  shares that the  Company  issued in January  13,  2004,  in
     connection  with the Offering are  eligible for resale in  compliance  with
     Rule 144(k) of the Securities and Exchange  Commission.  These persons have
     satisfied the "holding period" under Rule 144.

     **** The 750,000 shares that the Company issued March 2006, for forgiveness
     of debt in accrued salaries are eligible for resale in compliance with Rule
     144(k) of the  Securities  and  Exchange  Commission.  These  persons  have
     satisfied the "holding period" under Rule 144.

Item 2.  PROPERTIES

     Hangman's  executive  officer  currently  provides  office  space,  use  of
telephone lines and computer systems to the Company. As of November 1, 2006, the
Company  began  recording a charge for these  expenses of $300 per quarter.  The
Company used an allocation  method of these  expenses  estimated by the Company.
The Company  estimates  that if these  expenses  were  recorded on a stand-alone
basis the Company  would incur $300 per quarter in expenses.  In  addition,  the
Company leases a mail box for approximately $150 per year.

Item 3.  LEGAL PROCEEDINGS

     None.

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

     We have not  submitted  a matter to a vote of our  shareholders  during the
year ended December 31, 2008.

                                       9
<PAGE>
                                     PART II

Item 5.  MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND
         ISSUER PURCHASES OF EQUITY SECURITIES


     MARKET INFORMATION

     The  Company  shares are traded on the OTC  Bulletin  Board,  the symbol is
HGMP.  The  Company  shares  have been  quoted on the OTC  Bulletin  Board since
October 19, 2005. The following quotes are through the most recent year end:

                        CLOSING BID             CLOSING ASK
                        HIGH    LOW             HIGH    LOW

JAN 1, 2008          $.45    $.45             $10.00  $10.00
THRU
DEC 31, 2008         $.25    $.25             $10.00  $10.00

     HOLDERS

     The number of record holders of the Company's  common stock, as of the date
of this Report, is approximately 63.

     DIVIDENDS

     The Company has not declared any cash  dividends with respect to its common
stock and does not intend to declare  dividends in the foreseeable  future.  The
future dividend policy of the Company cannot be ascertained  with any certainty.
There are no material  restrictions  limiting,  or that are likely to limit, the
Company's ability to pay dividends on its common stock.

     SALES OF "UNREGISTERED AND "RESTRICTED"
     SECURITIES OVER THE PAST THREE YEARS

     In  March  2006,  the  Company  issued  750,000  shares  of   unregistered,
restricted  common stock to officers of the Company in exchange for  forgiveness
of $37,500 in accrued  salaries owed to them. The shares were valued at $.05 per
share based on the company's  most recent  trading  activity in January of 2004.
There have been no other sales of the Company's unregistered securities.

Item 6.  SELECTED FINANCIAL DATA
<TABLE>
<CAPTION>
     The following chart summarizes our financial statements for the years ended
December  31,  2008,  and  should  be read in  conjunction  with  the  financial
statements,  and notes  thereto,  included  with this report at Part II, Item 8,
below.

                                                                                    December 31, 2008
                                                                                    ==================
SUMMARY OF BALANCE SHEET
<S>                                                                                        <C>
Cash and cash equivalents                                                                  $   9,380
Property & Equipment(net)                                                                          0
Total assets                                                                                   9,380
Total liabilities                                                                             58,334
Accumulated deficit                                                                         (166,851)
Total stockholders' deficit                                                                  (48,954)

SUMMARY OF OPERATING RESULTS
Revenue                                                                                            -

Net loss before taxes                                                                        (34,756)
Provision for income taxes                                                                      (122)
Net loss                                                                                     (46,040)
Net Loss per share                                                                             (0.03)

</TABLE>

                                       10
<PAGE>
Item 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATION

     SAFE HARBOR FOR FORWARD-LOOKING STATEMENTS

     When used in this report, the words "may," "will," "expect,"  "anticipate,"
"continue,"   "estimate,"  "project,"  "intend,"  and  similar  expressions  are
intended to identify  forward-looking  statements  within the meaning of Section
27a of the Securities Act of 1933 and Section 21e of the Securities Exchange Act
of 1934 regarding events,  conditions,  and financial trends that may affect the
Hangman  Productions' future plans of operations,  business strategy,  operating
results,  and financial  position.  Persons  reviewing this report are cautioned
that any forward-looking statements are not guarantees of future performance and
are  subject  to risks and  uncertainties  and that  actual  results  may differ
materially from those included within the forward-looking statements as a result
of various factors.  Such factors are discussed  further below under "Trends and
Uncertainties",  and also include general  economic  factors and conditions that
may  directly  or  indirectly  impact  our  financial  condition  or  results of
operations.

     PLAN OF OPERATIONS

     The Company's plan of operations for the next 12 months is to continue with
its  current  efforts in the  screenplay  competition  arena.  Hangman  has been
involved in the film production and management  industry,  primarily  focused on
seeking  out  undiscovered  screenwriters,  and  developing  a pipeline  between
talented  screenwriters and the Hollywood  film-making  community.  Hangman will
seek  to  continue  providing   opportunities  for  emerging  screenwriters  and
developing our  relationships  within both the screenwriting and the film-making
community.  Hangman is seeking to increase  its exposure  within the  screenplay
contest   community   based   on  the   continued   growth   of  the   Company's
ScreenplayShootout!

     Hangman will continue  hosting  screenplay  contests in 2009, with its next
ScreenplayShootout!  to commence by June,  2009.  The  Company's  management  is
hopeful  that the Company  can  generate  significant  revenue  through  contest
submission  fees  and  sponsor  participation.  Sponsor  participation  includes
companies  who  will  advertise  on our web  properties  and  other  promotional
materials, targeting our participant demographic.

     MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
     OPERATION

     OPERATING RESULTS - OVERVIEW

     The year ended  December  31, 2008  resulted in a net loss from  continuing
operations of  ($34,878.)  Including  the loss from  discontinued  operations of
($11,162) the Company incurred a net loss of ($46,040).  The year ended December
31,  2007,  resulted  in a net loss from  continuing  operations  of  ($19,751).
Including  the loss  from  discontinued  operations  of  ($21,148)  the  Company
incurred a net loss of ($40,899).

     The basic  loss per share for the year 2008 was  ($0.03)  which was  inline
with the loss per share of ($0.03) for the year ended  2007.  Details of changes
in revenues and expenses can be found below.

                                       11
<PAGE>
     OPERATING RESULTS REVENUES

     Revenues for the fiscal year ended December 31, 2008,  were $3,694 compared
to $0 for the year ended  December 31, 2007.  The Company's  screenplay  contest
commenced at the end of 2007 and therefore did not generate revenue prior to the
end of the 2007 fiscal  year.  The Company  generated  $3,694 in revenue for the
year ended  December 31, 2008. As mentioned  above,  the increase in revenue for
the year ended 2008  compared  to the year ended 2007 was a result of the timing
of the Company's screenplay contests.

     OPERATING RESULTS COST OF SALES

     Cost of sales for the  twelve-month  period ended  December 31, 2008,  were
$3,250. In comparison,  the cost of sales for the fiscal year ended 2007 was $0.
The difference  between the two comparable  periods was due to the timing of the
Company's screenplay contests, as previously discussed.

     OPERATING RESULTS OPERATING EXPENSES

     Operating  expense for the  twelve-month  period  ended  December 31, 2008,
increased  by  $13,683  to $30,687  as  compared  to $17,005  for the year ended
December  31,  2007.  The  increase  can be  attributed  to an  increase  in the
Company's  accounting  and legal  expenses  related to the sale of the Company's
subsidiary, 4th Grade Films, Inc.

     OPERATING RESULTS INTEREST EXPENSES

     Interest expenses for the year ended December 31, 2008, increased $1,780 to
$4,523 as compared to $2,743 for the year ended December 31, 2007. The Company's
notes payable  accrued  interest  throughout the entire year ended 2008. For the
year ended 2007 the Company  maintained a lower notes payable balance throughout
the beginning of the period.  Therefore,  the Company  incurred greater interest
expenses in 2008 compared with 2007 because  outstanding  notes payable balances
increased  throughout 2007 and did not reach balances  similar to 2008 until the
later part of 2007.

     LIQUIDITY AND CAPITAL RESOURCES

     Balance Sheet Information:

The following  information  is a summary of our balance sheet as of December 31,
2008:

                                  Summary Balance Sheet as of December 31, 2008
                                  ==============================================


Total Current Assets                                                  $   9,380
Total Assets                                                              9,380
Total Liabilities                                                        58,334
Accumulated Deficit                                                    (166,851)
Total Stockholders' Deficit                                             (48,954)


     As of December 31, 2008 our total current assets were $9,380 and consisted
of cash and cash  equivalents.

     Because the Company has  accumulated  losses since  inception,  has minimal
assets,  and has no sales  activity the  Company's  auditor  believes that these
factors raise  substantial  doubt about the  Company's  ability to continue as a
going concern.  With monies that the Company's  management has agreed to advance
the Company and its existing  cash  balance of $9,380,  as of December 31, 2008,
the Company  deems that it has  adequate  resources  for the  Company's  planned
operations for the next 12 months.

                                       12
<PAGE>
     Management anticipates average monthly expenditures to range between $1,000
and $1,500 per month.  Management  is unable to forecast  the  revenue  that its
current contest will generate,  but given the fact that the Company's management
has agreed to advance  the  Company  monies not to exceed  $40,000,  the Company
should have sufficient funds to continue to operate over the next twelve months.
If the Company needs funds in excess of $40,000,  it will be up to the Company's
management  to raise such  monies.  These  funds may be raised as either debt or
equity,  but management  does not have any plans or  relationships  currently in
place to raise  such  funds.  There can be no  assurance  that  such  additional
funding,  if needed, will be available on terms acceptable to the Company, or at
all.

     The  Company's  ability to  continue  as a going  concern is  dependent  on
management's  ability to generate revenue and to manage the Company's  expenses.
Management will continue to seek to exploit  opportunities  to enhance the value
of the Company and its profitability.

     FUNDING THROUGH PRIVATE PLACEMENTS

     The Company has completed the following  three  transactions to finance its
formation and operations:

     1) In  August of 1999,  the  Company  authorized  and  subsequently  issued
     400,000  shares  of common  stock to four  individuals  pursuant  to a Pre-
     organization  Subscription  Agreement.  The shares  were issued for cash at
     $0.01 per share for a total of $4,000.

     2)  In  September  of  1999,   the  Company   offered   320,000  shares  of
     "unregistered"  and "restricted"  shares of common stock to "accredited" or
     "sophisticated"  investors at $0.05 per share. These shares were issued for
     cash in December of 1999.

     3) In January of 2004, the Company offered 20,000 shares of  "unregistered"
     and "restricted"  shares of common stock to "accredited" or "sophisticated"
     investors at $0.05 per share. These shares were issued for cash in February
     of 2004.

     4) In March of 2006, the Company  issued  750,000  shares of  unregistered,
     restricted  common  stock  to  officers  of the  Company  in  exchange  for
     forgiveness  of $37,500 in accrued  salaries owed to them.  The shares were
     valued  at $.05  per  share  based on the  company's  most  recent  trading
     activity in January of 2004.

     FUNDING FUTURE ACQUISITIONS AND OPERATIONS

     Our ability to fund our  operations  and  acquisitions  is discussed  above
under "Plan of Operations."

     OFF-BALANCE SHEET ARRANGEMENTS

     None.

Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     Not applicable

                                       13
<PAGE>
ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

                                    PART F/S



                            Hangman Productions, Inc.
                          [A Development Stage Company]
                       Financial Statements and Report of
                  Independent Registered Public Accounting Firm
                                December 31, 2008







                                       14
<PAGE>
<TABLE>
<CAPTION>

                               Hangman Productions, Inc.
                             [A Development Stage Company]

                                   TABLE OF CONTENTS

                                                                                 Page


<S>                                                                               <C>
Report of Independent Registered Public Accounting Firm                           16

Balance Sheets - December 31, 2008 and 2007                                       17

Statements of Operations for the Years Ended December 31, 2008 and                18
2007 and for the period from inception [August 11, 1999] through
December 31, 2008.

Statement of Stockholders' Deficit for the period from inception                  19
[August 11, 1999] through December 31, 2008.

Statements of Cash Flows for the Years Ended December 31, 2008 and                20
2007 and for the period from inception [August 11, 1999] through
December 31, 2008.

Notes to the Financial Statements                                              21 - 26
</TABLE>

                                       15
<PAGE>
                REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


The Board of Directors and Shareholders
Hangman Productions, Inc.

     We have audited the  accompanying  balance  sheets of Hangman  Productions,
Inc. [a  development  stage  company] as of December 31, 2008 and 2007,  and the
related statements of operations,  stockholders' deficit, and cash flows for the
years ended December 31, 2008 and 2007 and for the period from inception [August
11,  1999]  through  December  31,  2008.  These  financial  statements  are the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these financial statements based on our audit.

     We  conducted  our audit in  accordance  with the  standards  of the Public
Company Accounting Oversight Board (United States). Those standards require that
we plan and perform the audit to obtain  reasonable  assurance about whether the
financial  statements  are  free  of  material  misstatement.  The  Company  has
determined  that it is not required to have, nor were we engaged to perform,  an
audit of its  internal  control over  financial  reporting.  Our audit  included
consideration  of  internal  control  over  financial  reporting  as a basis for
designing audit  procedures that are appropriate in the  circumstances,  but not
for the purposes of expressing an opinion on the  effectiveness of the Company's
internal  controls over  financial  reporting.  Accordingly,  we express no such
opinion. An audit includes examining,  on a test basis,  evidence supporting the
amounts and  disclosures  in the  financial  statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

     In our opinion,  the financial statements referred to above present fairly,
in all material respects, the financial position of Hangman Productions, Inc. (a
development  stage company) as of December 31, 2008 and 2007, and the results of
their  operations and their cash flows for the years ended December 31, 2008 and
2007 and for the period from  inception  [August 11, 1999] through  December 31,
2008 in conformity with accounting  principles  generally accepted in the United
States of America.

     The  accompanying  financial  statements  have been  prepared  assuming the
Company  will  continue  as a  going  concern.  As  discussed  in  Note 2 to the
financial  statements,  the  Company has  accumulated  losses,  minimal  assets,
negative  working  capital,  and  is  still  developing  its  planned  principal
operations.  These factors raise substantial doubt about its ability to continue
as a going  concern.  Management's  plans in  regard to these  matters  are also
described in Note 2. The  financial  statements  do not include any  adjustments
that might result from the outcome of this uncertainty.

/S/ MANTYLA MCREYNOLDS LLC
Mantyla McReynolds, LLC
Salt Lake City, Utah
February 24, 2009

                                       16
<PAGE>
<TABLE>
<CAPTION>

                            Hangman Productions, Inc.
                          [A Development Stage Company]
                                 BALANCE SHEETS
                           December 31, 2008 and 2007


                                                12/31/2008            12/31/2007
                                              ----------------      ----------------
                                                 [Audited]             [Audited]

   ASSETS

Assets

     Current Assets
<S>                                                   <C>                  <C>
        Cash                                          $ 9,380              $ 12,461
        Prepaid Expenses                                    -                   684
                                              ----------------      ----------------
     Total Current Assets                               9,380                13,145

     Non-Current Assets

        Film Costs                                          -                77,448
                                              ----------------      ----------------
     Total Non-Current Assets                               -                77,448
                                              ----------------      ----------------
Total Assets                                          $ 9,380              $ 90,593
                                              ================      ================

   LIABILITIES AND STOCKHOLDERS' DEFICIT

Liabilities

     Current Liabilities

        Accounts Payable                             $ 14,447              $ 10,990
        Franchise Taxes Payable                           100                   100
        Accrued Interest - Related Party                  981                   981
        Accrued Director Compensation                   2,379                 3,013
                                              ----------------      ----------------
     Total Current Liabilities                         17,907                15,084

     Long Term Liabilities

        Note Payable - Shareholders                  $ 40,427              $ 46,020
                                              ----------------      ----------------
     Total Long Term Liabilities                       40,427                46,020
                                              ----------------      ----------------
Total Liabilities                                    $ 58,334              $ 61,104


     Noncontrolling Interest                                                 90,000

     Stockholders' Deficit

        Common Stock, $.01 par value;
           50,000,000 shares authorized;
           1,490,000 shares issued and outstanding     14,900                14,900
        Paid-in Capital                               102,997                45,400
        Deficit Accumulated during the development
        stage                                        (166,851)             (120,811)
                                              ----------------      ----------------
     Total Stockholders' Deficit                      (48,954)              (60,511)
                                              ----------------      ----------------
Total Liabilities and Stockholders' Deficit           $ 9,380              $ 90,593
                                              ================      ================



                 See accompanying notes to financial statements

</TABLE>

                                       17
<PAGE>
<TABLE>
<CAPTION>


                            Hangman Productions, Inc.
                          [A Development Stage Company]
                            STATEMENTS OF OPERATIONS
           For the years ended December 31, 2008 and 2007 and for the
        period from Inception [August 11, 1999] through December 31, 2008


                                                                    Since Inception
                                                                        through
                                                                      December, 31
                                         2008             2007            2008
                                      -----------      -----------    ------------
<S>                                      <C>                  <C>        <C>
Revenues                                 $ 3,694              $ -        $ 20,203
Cost of Sales                              3,250                -           9,000
                                      -----------      -----------    ------------
Gross Margin                                 444                -          11,203

General and Administrative Expenses       30,687           17,005         136,338
                                      -----------      -----------    ------------
Operating Loss                           (30,243)         (17,005)       (125,135)

Interest Income                               10                -              43
Interest Expense                          (4,523)          (2,743)         (8,469)
                                      -----------      -----------    ------------
Net Loss Before Income Taxes             (34,756)         (19,748)       (133,561)

Provision for Income Taxes                   122                3             880

Net Loss from Continuing Operations      (34,878)         (19,751)       (134,441)
                                      -----------      -----------    ------------
Discontinued Operations:

    Loss from discontinued operations,
    net of tax                           (11,162)         (21,148)        (32,410)
                                      -----------      -----------    ------------
Loss from Discontinued Operations        (11,162)         (21,148)        (32,410)

Net Income/(Loss)                      $ (46,040)       $ (40,899)      $(166,851)
                                      ===========      ===========    ============
Income/(Loss) Per Share from
Continuing Operations                  $   (0.02)       $   (0.01)      $   (0.14)
                                      ===========      ===========    ============
Income/(Loss) Per Share from
Discontinued Operations                $   (0.01)       $   (0.01)      $   (0.03)
                                      ===========      ===========    ============

Income/(Loss) Per Share                $   (0.03)       $   (0.03)      $   (0.18)
                                      ===========      ===========    ============

Weighted Average Shares Outstanding    1,490,000        1,490,000         943,414
                                      ===========      ===========    ============



                 See accompanying notes to financial statements
</TABLE>

                                       18
<PAGE>
<TABLE>
<CAPTION>

                            Hangman Productions, Inc.
                          [A Development Stage Company]
                   STATEMENTS OF STOCKHOLDERS' EQUITY/DEFICIT
                 For the period from Inception [August 11, 1999]
                            through December 31, 2008

                                                                       Additional                            Net
                                      Common            Common          Paid-in           Accumulated    Stockholders
                                      Shares             Stock           Capital           Deficit     Equity/Deficit
Balance, August 11, 1999
<S>                                                      <C>              <C>               <C>              <C>
(Inception)                              -               $ -              $ -               $ -              $ -

Issued stock to Officers for cash,
September 16, 1999, at
$0.01/shares                          400,000            4,000              -                 -                4,000
Issued stock to shareholders for
cash, December 11, 1999, at
$0.05/share                            37,500              375           1,500                -                1,875
Issued stock to shareholders for
cash, December 20, 1999, at
$0.05/share                            14,000              140             560                -                  700
Issued stock to shareholders for
cash, December 27, 1999, at
$0.05/share                           268,500            2,685          10,740                -               13,425
Net loss for the Year Ended
December 31, 1999                           -                -               -                 (411)            (411)
                                   ------------      ------------     ------------      ------------     ------------
Balance, December 31, 1999             720,000             7,200           12,800              (411)          19,589
Net loss for the year Ended
December 31, 2000                           -                -               -               (4,478)          (4,478)
                                   ------------      ------------     ------------      ------------     ------------
Balance, December 31, 2000             720,000             7,200           12,800            (4,889)          15,111
Net loss for the year Ended
December 31, 2001                           -                -               -                 (557)            (557)
                                   ------------      ------------     ------------      ------------     ------------
Balance, December 31, 2001             720,000             7,200           12,800            (5,446)          14,554
Net loss for the year Ended
December 31, 2002                           -                -               -               (2,139)          (2,139)
                                   ------------      ------------     ------------      ------------     ------------
Balance, December 31, 2002             720,000             7,200           12,800            (7,585)          12,415
Net loss for the year Ended
December 31, 2003                           -                -               -               (1,757)          (1,757)
                                   ------------      ------------     ------------      ------------     ------------
Balance, December 31, 2003             720,000             7,200           12,800            (9,342)          10,658
Issued stock to investors for cash,
January 4, 2004 at $0.05/share          20,000               200              800                 -            1,000
Net loss for the year Ended
December 31, 2004                           -                -               -              (22,147)         (22,147)
                                   ------------      ------------     ------------      ------------     ------------
Balance, December 31, 2004             740,000             7,400           13,600           (31,489)         (10,489)
Net loss for the year Ended
December 31, 2005                           -                -               -              (28,508)         (28,508)
                                   ------------      ------------     ------------      ------------     ------------
Balance, December 31, 2005             740,000           $ 7,400         $ 13,600         $ (59,997)       $ (38,997)
Issued stock for forgiveness of
debt, March 31, 2006                   750,000           $ 7,500         $ 30,000              -            $ 37,500
Contributed shared expenses from
shareholder                                 -              $ -              $ 600                              $ 600
Net loss for the year Ended
December 31, 2006                           -                -                -             (19,915)         (19,915)
                                   ------------      ------------     ------------      ------------     ------------
Balance, December 31, 2006           1,490,000          $ 14,900           44,200           (79,912)         (20,812)
Contributed shared expenses from
shareholder                                 -                -              1,200                 -            1,200

Net loss for the year Ended
December 31, 2007                           -                -                -             (40,899)         (40,899)
                                   ------------      ------------     ------------      ------------     ------------
Balance, December 31, 2007           1,490,000          $ 14,900         $ 45,400          (120,811)       $ (60,511)
                                   ------------      ------------     ------------      ------------     ------------
Sale of Subsidiary                          -                -             56,997                 -           56,997
Contributed shared expenses from
Shareholder                                 -                -                600                 -              600

Net loss for the year Ended
December 31, 2008                           -                -                -             (46,040)         (46,040)
                                   ------------      ------------     ------------      ------------     ------------
Balance, December 31, 2008           1,490,000          $ 14,900         $102,997          (166,851)       $ (48,954)
                                   ============      ============     ============      ============     ============


                 See accompanying notes to financial statements

</TABLE>

                                       19
<PAGE>
<TABLE>
<CAPTION>

                             Hangman Productions, Inc.
                           [A Development Stage Company]
                            STATEMENTS OF CASH FLOWS
           For the years ended December 31, 2008 and 2007 and for the
        period from Inception [August 11, 1999] through December 31, 2008

                                                                                             Since Inception
                                                                                                 through
                                                                                               December, 31
                                                                     2008           2007           2008
                                                                  ----------    -----------    -----------
Cash Flows from Operating Activities
<S>                                                                 <C>            <C>           <C>
Net Income/(Loss)                                                 $ (46,040)    $  (40,899)    $ (166,851)
     Loss from Discontinued Operations                               11,162         21,148         32,410
                                                                  ----------    -----------    -----------
     Loss from Continuing Operations                                (34,878)       (19,751)      (134,441)

     Adjustments to reconcile net loss to net cash
     From Operating Activities:

         Non-cash contributed by shareholder                            600          1,200          2,400
         (Increase)/Decrease in prepaid expenses                        684           (684)             -
         Increase / (Decrease) accounts payable                       7,415            816         14,447
         Increase/(Decrease) in franchise taxes payable                   -                           100
         Increase / (Decrease) in salaries payable/director comp.       115            110         39,879
         Increase / (Decrease) in accrued interest - related party    4,407          2,591          6,408
                                                                  ----------    -----------    -----------
     Net Cash from Continuing Operations                            (21,657)       (15,718)       (71,207)
     Net Cash from Discontinued Operations                          (26,224)       (93,889)      (120,213)
                                                                  ----------    -----------    -----------
Net Cash From Operating Activities                                  (47,881)      (109,607)      (191,420)

Cash Flows from Investing Activities

     Net Cash from Continuing Investing Activities                        -              -              -
     Net Cash from Discontinued Investing Activities                 29,800              -         29,800
                                                                  ----------    -----------    -----------
Net Cash from Investing Activities                                   29,800              -         29,800

Cash Flows from Financing Activities

     Proceeds from Loans from Shareholders                                -         32,000         49,000
     Repayment on Loans from Shareholders                           (10,000)             -        (14,000)
     Issued Stock for Cash                                                -              -         21,000
                                                                  ----------    -----------    -----------
     Net Cash from Continuing Financing Activities                  (10,000)        32,000         56,000
     Net Cash from Discontinued Financing Activities                 25,000         90,000        115,000
                                                                  ----------    -----------    -----------

Net Cash from Investing Activities                                   15,000        122,000        171,000

         Net Increase / (Decrease) in Cash                           (3,081)        12,393          9,380

Beginning Cash Balance                                               12,461             68              -
                                                                  ----------    -----------    -----------
Ending Cash Balance                                                 $ 9,380        $12,461        $ 9,380
                                                                  ==========    ===========    ===========

Supplemental Schedule of Cash Flow Activities

     Cash paid for
         Interest                                                   $   -          $   -          $   -
         Income taxes                                               $   -          $   -          $   884
         Stock issued for accrued liabilities                       $   -          $   -          $37,500
         Gain from disposal of subsidiary booked to APIC            $56,997        $   -          $56,997



                 See accompanying notes to financial statements

</TABLE>

                                       20
<PAGE>
                            Hangman Productions, Inc.
                          [A Development Stage Company]
                        Notes to the Financial Statements
                               December 31, 2008

NOTE 1         ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

          (a) Organization

          Hangman Productions, Inc. (Company) was incorporated under the laws of
          the State of Utah in August,  1999 as BBC2, Inc. The purpose for which
          this  corporation  is  organized  is to  engage in any  lawful  act or
          activity  for  which  corporations  may be  organized  under  the Utah
          Revised  Business  Corporation  Act. In November of 1999,  the Company
          changed its name to Hangman  Productions,  Inc.,  in  anticipation  of
          seeking production  opportunities in the film industry. The Company is
          considered to be in the development stage.

          The  financial  statements  of  the  Company  have  been  prepared  in
          accordance with U.S. generally  accepted  accounting  principles.  The
          following summarizes the more significant of such policies:

          (b) Income Taxes

          The  Company   applies  the   provisions  of  Statement  of  Financial
          Accounting  Standards No. 109 [the  Statement],  Accounting for Income
          Taxes.  The  Statement  requires an asset and  liability  approach for
          financial   accounting  and  reporting  for  income  taxes,   and  the
          recognition of deferred tax assets and  liabilities  for the temporary
          differences between the financial reporting basis and tax basis of the
          Company's  assets and  liabilities at enacted tax rates expected to be
          in effect  when such  amounts are  realized  or  settled.  A valuation
          allowance is provided  if, based on the weight of available  evidence,
          it is more  likely than not that some  portion or all of the  deferred
          tax assets will not be realized.

          In July 2006,  the FASB  issued  Interpretation  No. 48 (FIN No.  48),
          "Accounting  for  Uncertainty  in Income  Taxes." This  interpretation
          requires recognition and measurement of uncertain income tax positions
          using a  "more-likely-than-not"  approach. FIN No. 48 is effective for
          fiscal years  beginning  after December 15, 2006. The Company  adopted
          FIN 48 at the beginning of fiscal year 2007 with no material impact on
          its financial statements.

          (c) Net Loss Per Common Share

          In accordance with SFAS No. 128, "Earnings per Share," loss per common
          share  is  based  on the  weighted-average  number  of  common  shares
          outstanding. Diluted loss per share is computed using weighted average
          number  of  common  shares  plus  dilutive  common  share  equivalents
          outstanding  during the period using the treasury stock method.  There
          are no common stock equivalents  outstanding,  thus, basic and diluted
          loss per share calculations are the same.

          (d) Statement of Cash Flows

          For purposes of the  statements of cash flows,  the Company  considers
          cash on deposit in the bank to be cash. The Company had $9,380 cash at
          December 31, 2008.

          (e) Use of Estimates in Preparation of Financial Statements

          The  preparation  of  financial  statements  in  conformity  with U.S.
          generally accepted  accounting  principles requires management to make
          estimates and assumptions  that affect the reported  amounts of assets
          and liabilities and disclosure of contingent assets and liabilities at
          the date of the  financial  statements  and the  reported  amounts  of
          revenues and expenses  during the  reporting  period.  Actual  results
          could differ from those estimates.

          (f) Revenue Recognition

          The Company recognizes  revenues in accordance with the Securities and
          Exchange  Commission,  Staff  Accounting  Bulletin  (SAB)  number 104,
          "Revenue Recognition." SAB 104 clarifies application of U.S. generally
          accepted  accounting  principles to revenue  transactions.  Revenue is
          recognized  as earned once a contest is complete and a winner has been
          determined.  Uncollected,  earned  revenue  is  recorded  in  accounts
          receivable.  Billed amounts deemed to be uncollectible  are charged to
          bad debt  expense.  Revenue  collected  in  advance is  recorded  as a
          liability until the earnings process is complete.


                                       21
<PAGE>
                            Hangman Productions, Inc.
                          [A Development Stage Company]
                        Notes to the Financial Statements
                               December 31, 2008

          ORGANIZATION   AND   SUMMARY  OF   SIGNIFICANT   ACCOUNTING   POLICIES
          [continued]

          (g) Advertising

          Advertising  Costs are  expensed as  incurred.  The total  advertising
          expense for the year ended  December  31, 2008 and 2007 was $1,470 and
          $0, respectively.

          (h) Impact of New Accounting Standards

          In September 2006, the Financial  Accounting  Standards Board ("FASB")
          issued  SFAS No. 157,  "Fair  Value  Measurements"  ("SFAS  157").  In
          February  2008,  the FASB  issued  FASB Staff  Position  (FSP) No. FAS
          157-2, which delays by one year the effective date of SFAS No. 157 for
          certain types of non-financial  assets and non-financial  liabilities.
          As a result, SFAS 157 became effective for financial statements issued
          for fiscal years  beginning  after November 15, 2007, or the Company's
          fiscal  year  beginning  January 1,  2008,  for  financial  assets and
          liabilities carried at fair value on a recurring basis, and on January
          1, 2009, for non-recurring  non-financial  assets and liabilities that
          are  recognized or disclosed at fair value.  The Company  adopted SFAS
          No.  157 on  January  1, 2008 for  financial  assets  and  liabilities
          carried at fair value on a recurring basis, with no material impact on
          its financial  statements.  The Company is currently  determining what
          impact   the   application   of  SFAS  157  on  January  1,  2009  for
          non-recurring non-financial assets and liabilities that are recognized
          or disclosed at fair value will have on its financial statements.

          In February 2007, the FASB issued SFAS No. 159, "The Fair Value Option
          for  Financial  Assets  and  Financial   Liabilities  -  Including  an
          amendment  of SFAS 11"  ("SFAS  159").  SFAS 159  permits a company to
          voluntarily  elect to use fair value,  instead of historic or original
          cost, to account for certain  financial  assets and  liabilities.  The
          fair  value  option  is  designated  on  an  item-by-item   basis,  is
          irrevocable  and  requires  that  changes in fair value in  subsequent
          periods be recognized in earnings in the period of change.  We adopted
          SFAS 159 on  January  1,  2008.  The  adoption  had no  impact  on our
          Financial  Statements as we did not make a fair value election for any
          additional  financial assets and liabilities.  Any election to use the
          fair value method for future eligible  transactions  will be made on a
          case-by-case and instrument-by-instrument basis.

          In  December  2007,  the FASB  issued  SFAS No.  141  (revised  2007),
          "Business  Combinations"  ("SFAS 141R"). Under SFAS 141R, an entity is
          required  to  recognize  the  assets  acquired,  liabilities  assumed,
          contractual contingencies,  and contingent consideration at their fair
          value   on  the   acquisition   date.   It   further   requires   that
          acquisition-related   costs   be   recognized   separately   from  the
          acquisition and expensed as incurred, restructuring costs generally be
          expensed in periods  subsequent to the acquisition date and changes in
          accounting  for deferred tax asset  valuation  allowances and acquired
          income tax  uncertainties  after the measurement  period impact income
          tax expense. In addition, acquired in-process research and development
          is capitalized as an intangible asset and amortized over its estimated
          useful  life.  The  adoption  of SFAS 141R will  change the  Company's
          accounting treatment for business  combinations on a prospective basis
          beginning in the first quarter of fiscal year 2009.

          In  December  2007,  the FASB  issued  SFAS No.  160,  "Noncontrolling
          Interests  in  Consolidated  Financial  Statements  - an  amendment of
          Accounting  Research Bulletin No. 51" ("SFAS 160"),  which establishes
          accounting  and  reporting   standards  for  ownership   interests  in
          subsidiaries  held by  parties  other than the  parent,  the amount of
          consolidated  net  income  attributable  to  the  parent  and  to  the
          noncontrolling interest, changes in a parent's ownership interest, and
          the valuation of retained  noncontrolling  equity  investments  when a
          subsidiary is  deconsolidated.  SFAS 160 also  establishes  disclosure
          requirements  that  clearly  identify  and  distinguish   between  the
          interests  of the  parent  and  the  interests  of the  noncontrolling
          owners.  SFAS  160 is  effective  for  fiscal  years  beginning  after
          December  15,  2008.  The Company does not expect that the adoption of
          SFAS 160 will have a significant impact on its Financial Statements.

                                       22
<PAGE>
                            Hangman Productions, Inc.
                          [A Development Stage Company]
                        Notes to the Financial Statements
                               December 31, 2008

          ORGANIZATION   AND   SUMMARY  OF   SIGNIFICANT   ACCOUNTING   POLICIES
          [continued]

          In March  2008,  the FASB  issued  SFAS No.  161,  "Disclosures  about
          Derivative  Instruments and Hedging  Activities - an amendment of FASB
          Statement No. 133" ("SFAS 161"),  which requires enhanced  disclosures
          about an  entity's  derivative  and  hedging  activities  and  thereby
          improves  the  transparency  of  financial  reporting.   SFAS  161  is
          effective for fiscal years  beginning  after November 15, 2008. We are
          currently   evaluating  the  impact  of  SFAS  161  on  our  Condensed
          Consolidated Financial Statements.

          In May 2008,  the FASB issued SFAS No. 163,  Accounting  for Financial
          Guarantee  Insurance  Contracts - an  interpretation of FASB Statement
          No. 60 ("SFAS  163").  SFAS 163  clarifies how Statement 60 applies to
          financial guarantee insurance contracts, including the recognition and
          measurement of premium revenue and claim  liabilities.  This Statement
          also requires expanded disclosures about financial guarantee insurance
          contracts.  SFAS 163 is  effective  for fiscal  years  beginning on or
          after  December  15,  2008,  and interim  periods  within those fiscal
          years.  The Company does not expect that the adoption of SFAS 163 will
          have a material impact on its financial statements.

          The  Company  has  reviewed  all other  recently  issued,  but not yet
          adopted,  accounting standards in order to determine their effects, if
          any, on its condensed consolidated financial statements. Based on that
          review,  the Company believes that none of these  pronouncements  will
          have a  significant  effect  on its  current  or  future  consolidated
          financial statements.

NOTE 2 LIQUIDITY/GOING CONCERN

          The Company has accumulated losses from inception through December 31,
          2008 of  ($166,851),  has minimal  assets,  and has  negative  working
          capital.  These  factors raise  substantial  doubt about the Company's
          ability  to  continue  as a going  concern.  These  factors  may  have
          potential  adverse  effects on the  Company  including  the ceasing of
          operations.   Management  plans  include  developing  film  production
          opportunities  or  finding  a well  capitalized  merger  candidate  to
          commence  operations.  If management is unsuccessful in these efforts,
          discontinuance of operations is possible.  The financial statements do
          not include any adjustments that might result from the outcome of this
          uncertainty.

NOTE 3         INCOME TAXES

          Below is a summary of deferred tax asset calculations on net operating
          loss carry forward amounts. A valuation  allowance is provided when it
          is more likely than not that some  portion of the  deferred  tax asset
          will not be realized.  The  provision  for income tax  represents  the
          minimum  franchise  tax due to the State of Utah for the current year.
          Loss carry  forward  amounts  expire at various  times  through  2028.
          Deferred tax assets  recognized  for net operating loss carry forwards
          total $0, net of a valuation allowance of $21,816, as detailed below.
<TABLE>
<CAPTION>
                                                                  Balance              Tax               Rate
Deferred Tax Asset                                            --------------     ---------------     ------------
<S>                                                          <C>                <C>                 <C>
Federal loss carryforward (expires through 2027)              $     109,305      $       16,396              15%
State loss carryforward (expires through 2017)                $     108,405      $        5,420               5%
                                                                                 ---------------
Gross deferred tax asset                                                         $       21,816
Valuation Allowance                                                              $      (21,816)
                                                                                 ---------------
Net deferred tax asset                                                                       -
</TABLE>
          The allowance has increased $2,047 from the $19,769  allowance balance
          as of December 31, 2007. The  income/franchise tax payable at December
          31, 2008 of $100 is the minimum tax due to the State of Utah for 2008.

          A reconciliation between income taxes at statutory tax rates (20%) and
          the actual  income  tax  provision  for  continuing  operations  as of
          December 31, 2008 follows:

Expected provision (based on statutory rate)                $       (6,951)
Effect of:
Franchise tax deduction                                     $          (16)
Increase / (decrease) in valuation allowance                $        2,047
Related party gain                                          $        4,920
Penalties                                                   $           22
State Minimum tax                                           $          100
                                                            ---------------
Total actual provision                                      $          122
                                                            ===============
                                       23
<PAGE>
                            Hangman Productions, Inc.
                          [A Development Stage Company]
                        Notes to the Financial Statements
                               December 31, 2008

          INCOME TAXES (continued)

          Net operating loss carryforwards  expire in various years through 2027
          as follows.

                    Year               Amount           Expiration
                --------------     ---------------      ------------
                        2008       $   10,258                 2028
                        2007       $   19,651                 2027
                        2006       $   19,914                 2026
                        2005       $   28,388                 2025
                        2004       $   21,897                 2020
                        2003       $    1,757                 2021
                        2002       $    2,139                 2022
                        2001       $      557                 2023
                        2000       $    4,744                 2024
                                   ---------------
                                   $  109,305
                                   ===============

Uncertain Tax Positions

          The Company  adopted the provisions of FIN 48 on January 1, 2007. As a
          result of this adoption,  we have not made any adjustments to deferred
          tax assets or liabilities.  We did not identify any material uncertain
          tax  positions  of the Company on returns that have been filed or that
          will be filed.  The Company has not had  operations  and is carrying a
          large Net Operating Loss as disclosed  above.  Since it is not thought
          that this Net Operating Loss will ever produce a tax benefit,  even if
          examined by taxing authorities and disallowed entirely, there would be
          no effect on the financial statements.

          A  reconciliation  of  our  unrecognized  tax  benefits  for  2008  is
          presented in the table below:

               Balance as of January 1, 2008
               Additions based on tax positions related to the current year $ -
               Additions based on tax positions related to prior year         -
               Reductions for tax positions of prior years                    -
               Reductions due to expiration of statute of limitations         -
               Settlements with taxing authorities                            -

               Balance as of December 31, 2008                              $ -

          The Company has filed income tax returns in the US. All years prior to
          2004 are closed by expiration of the statute of  limitations.  The tax
          year ended December 31, 2005,  will close by expiration of the statute
          of  limitations  on April 5, 2009.  The years ended December 31, 2006,
          2007, and 2008 are open for examination.

 NOTE 4         EQUITY

          In August of 1999,  the Company  authorized  and  subsequently  issued
          400,000 shares of common stock to four individuals  pursuant to a Pre-
          organization  Subscription Agreement.  The shares were issued for cash
          at $0.01 per share for a total of $4,000.

          In  September  of  1999,  the  Company   offered   320,000  shares  of
          "unregistered" and "restricted" shares of common stock to "accredited"
          or  "sophisticated"  investors  at $0.05 per share.  These shares were
          issued for cash in December of 1999.

          In  January  of  2004,   the   Company   offered   20,000   shares  of
          "unregistered" and "restricted" shares of common stock to "accredited"
          or  "sophisticated"  investors  at $0.05 per share.  These shares were
          issued for cash in February of 2004.

          In March of 2006, the Company  issued 750,000 shares of  unregistered,
          restricted  common  stock to officers  of the Company in exchange  for
          forgiveness  of $37,500 in accrued  salaries owed to them.  The shares
          were  valued  at $.05 per share  based on the  company's  most  recent
          trading activity in January of 2004.



                                       24
<PAGE>
                            Hangman Productions, Inc.
                          [A Development Stage Company]
                        Notes to the Financial Statements
                               December 31, 2007

NOTE 5         OFFICER COMPENSATION EXPENSES / RELATED PARTY TRANSACTIONS

          On April 1, 2006, the Company's Board of Directors resolved to suspend
          officer and director  salaries  until the Company  generates  positive
          operating cash flows.  Should  operations  produce positive cash flow,
          compensation  will resume with one officer receiving $1,000 per month,
          another  receiving  $500 per month,  and the third  receiving $100 per
          month.

          As of December 31, 2008,  James Doolin,  the  Company's  President and
          director,  had loaned the  Company a total of $25,116 on an  unsecured
          debenture.  The Note accrues  interest at 10% per annum and matures on
          December 31,  2012.  As of December 31,  2008,  the  outstanding  note
          payable to the  shareholder  was  $29,456,  which  includes  $4,340 in
          accrued  interest.  For the fiscal  year ended  December  31, 2008 the
          Company accrued interest of $2,777 on the note.

          As of December 31, 2008 a  shareholder  had loaned the Company a total
          of $8,500 on an unsecured debenture.  The Note accrues interest at 10%
          per annum and matures on December 31,  2012.  As of December 31, 2008,
          the outstanding  note payable to the  shareholder  was $10,971,  which
          includes  $2,471  in  accrued  interest.  For the  fiscal  year  ended
          December 31, 2008 the Company accrued interest of $1,630 on the note.

          As of December 31, 2008, approximately 68% of the Company's issued and
          outstanding  common stock were  controlled  by one family  giving them
          effective power to control the vote on  substantially  all significant
          matters without the approval of other stockholders.

          During the year ended December 31, 2008 the Company's officer provided
          office space,  telephone  service,  and computer usage to the Company.
          Management  has  estimated a percentage  of usage of the  resources to
          calculate  and record the expenses and  believes  this  estimate to be
          reasonable.  Any  difference  between  this  estimate  and the cost of
          resources if procured on a stand alone basis is considered immaterial.
          The amount allocated and expensed for the year ended December 31, 2008
          equates  to  $1,200,  of  which  $600  was  paid in Cash  and $600 was
          contributed by a shareholder.

          During the year ended  December 31, 2008 legal  services were provided
          by a  shareholder.  The total expense  incurred for these services was
          $4,823 for the year.



                                       25
<PAGE>
                            Hangman Productions, Inc.
                          [A Development Stage Company]
                        Notes to the Financial Statements
                               December 31, 2008

NOTE 6         CONCENTRATIONS

          The Company depends significantly on funding from a single shareholder
          to meet it obligations and maintain filing status.  If funds from this
          shareholder  were no longer  available,  the  Company  may  experience
          significant adverse affects including the need to cease operations.

          The company derives  revenues from a single  service.  If this service
          were to become unmarketable for any reason, the Company may experience
          significant adverse affects.

NOTE 7         DISCONTINUED OPERATIONS

          On June 1, 2008,  Hangman sold its entire interest in 4th Grade Films,
          Inc.,  745,000  common  shares  of  stock,  at $0.04  per share for an
          aggregate  price of $29,800,  to Michael  Doolin,  the father of James
          Doolin,  the President and a director of the Company.  Hangman's total
          investment   in  the   shares  of  common   stock  of  4th  Grade  was
          approximately   $5,200.  Due  to  the  related  party  nature  of  the
          transaction, no gain was recognized and additional paid in capital was
          increased by $56,997. The results of operations of 4th Grade have been
          retroactively restated as discontinued operations.


                                       26
<PAGE>
ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         FINANCIAL DISCLOSURE

     None.

ITEM 9A(T).  CONTROLS AND PROCEDURES

     Evaluation of Disclosure Controls and Procedures. Our management,  with the
participation  of our  Chief  Executive  Officer  and Chief  Financial  Officer,
evaluated the effectiveness of our disclosure  controls and procedures as of the
end of the period covered by this report.  Based on that  evaluation,  our Chief
Executive  Officer and Chief  Financial  Officer  concluded  that our disclosure
controls and procedures, as of the end of the period covered by this report were
effective  such that the  information  required to be disclosed by us in reports
filed under the Exchange Act is (i) recorded, processed, summarized and reported
within  the time  periods  specified  in the  SEC's  rules  and  forms  and (ii)
accumulated and  communicated  to our management,  including our Chief Executive
Officer and Chief Financial  Officer,  as appropriate to allow timely  decisions
regarding  disclosure.  A controls  system cannot  provide  absolute  assurance,
however,  that the objectives of the controls  system are met, and no evaluation
of controls can provide absolute assurance that all control issues and instances
of fraud,  if any,  within a company  have been  detected.

     Management's  Annual Report on Internal  Control over Financial  Reporting.
Our management is responsible for establishing and maintaining adequate internal
control  over  financial  reporting  (as  defined  in Rule  13a-15(f)  under the
Exchange  Act).  Our  internal  control  over  financial  reporting is a process
designed to provide reasonable  assurance regarding the reliability of financial
reporting and the preparation of financial  statements for external  purposes in
accordance with accounting  principles  generally accepted in the United States.

     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 of achieving
their control objectives.

     Our management,  with the  participation of our Chief Executive Officer and
Chief Financial Officer evaluated the effectiveness of our internal control over
financial  reporting  as of December 31, 2008.  In making this  assessment,  our
management   used  the  criteria  set  forth  by  the  Committee  of  Sponsoring
Organizations of the Treadway Commission ("COSO") in Internal Control Integrated
Framework. Based on this evaluation,  our management,  with the participation of
the President and Secretary/Treasurer,  concluded that, as of December 31, 2008,
our internal control over financial reporting was effective.

     This Annual Report does not include an attestation report of our registered
public  accounting firm regarding  internal  controls over financial  reporting.
Management's report was not subject to attestation by our independent registered
public  accounting  firm pursuant to the temporary  rules of the  Securities and
Exchange  Commission that permit the Company to provide only management's report
in this Annual Report.

     CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

     There have been no changes in internal control over financial reporting.

ITEM 9B.  OTHER INFORMATION

     None.
                                       27
<PAGE>
                                    PART III


ITEM 10.  DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

     IDENTIFICATION OF OFFICERS AND DIRECTORS

     Our executive  officers and directors and their respective ages,  positions
and biographical information are set forth below.

     James P. Doolin,  President and a director,  is 32 years of age. Mr. Doolin
graduated  from the  University of Utah, in Salt Lake City. He graduated  with a
bachelor of science,  finance degree.  After completion of his undergraduate Mr.
Doolin  was  employed  by  Jenson  Services,  Inc.,  a  merger  and  acquisition
consulting  firm,  from 1998  until  entering  graduate  school  in 2001.  After
graduation from Pepperdine's  Graziadio School of Business, Mr. Doolin worked as
an associate at an Investment Banking firm in Southern California.  For the past
four years,  Mr.  Doolin has been a financial  consultant to  development  stage
businesses  and public  corporations.  In addition Mr. Doolin was an officer and
director of Wasatch Web Advisors,  Inc. In October,  2003, Wasatch Web Advisors,
Inc. became Raser  Technologies,  Inc., at which time Mr. Doolin  resigned.  Mr.
Doolin was also an officer and director of Cole, Inc. Cole, Inc., became Reflect
Scientific,  Inc. in December,  2003,  at which time Mr.  Doolin  resigned.  Mr.
Doolin was also an officer  and  director of The  Autoline  Group,  Inc.,  which
became GeNOsys,  Inc., in August,  2005, at which time Mr. Doolin resigned.  Mr.
Doolin is currently  the  President  and  director of 4th Grade Films,  Inc. Mr.
Doolin is also an officer and director of Left Lane Imports,  Inc., which is not
a reporting entity at this time.

     Shane E. Thueson,  Vice  President and a director,  is 32 years of age. Mr.
Thueson attended,  but did not graduate from Brigham Young University,  where he
studied history.  Mr. Thueson worked for a entertainment  management  production
company, Benderspink Management and Productions, in Hollywood,  California, from
2001 through  2002.  Mr.  Thueson was also  employed as the  Marketing  Programs
Manager for an internet  technology  company based in Orem,  Utah.  Mr.  Thueson
resigned as the Marketing Programs manager in March, 2005, to become a full-time
screeplay writer.  For the past five years Mr. Thueson has developed and written
numerous  original  screenplays.  In  addition  to being the Vice  President  of
Hangman  Productions,  Inc., a reporting entity, Mr. Thueson was also an officer
and director of Cole,  Inc. In December,  2003,  Cole Inc.,  changed its name to
Reflect Scientific, Inc., at which time Mr. Thueson resigned.

     John K.  Winchester,  Secretary  and  director,  is 33  years  of age.  Mr.
Winchester  graduated  from  the  University  of Utah,  in Salt  Lake  City.  He
graduated  with a bachelor  of science,  communication  degree.  Mr.  Winchester
served as the district merchandising coordinator for Sony Computer Entertainment
America,   Inc.,  from  2000  through  2004.  Mr.   Winchester  has  managed  an
environmental irrigation company based in Sandy, Utah, since 2004.

     SIGNIFICANT EMPLOYEES

     Other than James P. Doolin,  Shane E. Thueson,  and John K.  Winchester the
Company has no employees.

     TERM OF OFFICE

     The term of office for our  directors is one year,  or until a successor is
elected and qualified at the Company's annual meeting of  shareholders,  subject
to ratification by the shareholders.  The term of office for each officer is one
year or until a successor is elected and  qualified and is subject to removal by
the Board.

     FAMILY RELATIONSHIPS

     None, not applicable;

                                       28
<PAGE>
     SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

     Our common shares are  registered  under the Securities and Exchange Act of
1934 and therefore  our officers,  directors and holders of more than 10% of our
outstanding shares are subject to the provisions of Section 16(a) which requires
them to file with the  Securities  and Exchange  Commission  initial  reports of
ownership  and  reports of changes in  ownership  of common  stock and our other
equity securities.  Officers,  directors and greater than ten-percent beneficial
owners are required by SEC  regulations to furnish us with copies of all Section
16(a) reports they file.  Based solely upon a review of the copies of such forms
furnished to us during the fiscal year ended  December 31, 2008,  the  following
were filed, but not timely:

Name                                              Type          Filed
------------------------------------------------- ----------- ------------------
------------------------------------------------- ----------- ------------------
James Doolin                                      Form 3      September 30, 2004
Michael J. Doolin                                 Form 3      September 30, 2004
Sharlene Doolin                                   Form 3      September 30, 2004
Quad D Partnership                                Form 3      September 30, 2004

     CODE OF ETHICS

     We have adopted a code of ethics for our principal  executive and financial
officers.

     NO INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS

     During the past five  years,  no  director,  officer,  promoter  or control
person:

     - has  filed  a  petition  under  federal  bankruptcy  laws  or  any  state
     insolvency  law,  nor had a  receiver,  fiscal  agent  or  similar  officer
     appointed by a court for the  business or property of such  person,  or any
     partnership in which he was a general partner at or within two years before
     the time of such filing,  or any  corporation  or business  association  of
     which he was an executive officer at or within two years before the time of
     such filing;

     - was  convicted  in a criminal  proceeding  or named  subject of a pending
     criminal   proceeding   (excluding   traffic  violations  and  other  minor
     offenses);

     - was the  subject  of any order,  judgment  or  decree,  not  subsequently
     reversed,  suspended or vacated,  of any court of  competent  jurisdiction,
     permanently or temporarily  enjoining him or her from or otherwise limiting
     his/her  involvement  in  any  type  of  business,  securities  or  banking
     activities;

     - was found by a court of competent  jurisdiction in a civil action, by the
     Securities  and  Exchange  Commission  or  the  Commodity  Futures  Trading
     Commission,  to have violated any federal or state  securities law, and the
     judgment in such civil  action or finding by the  Securities  and  Exchange
     Commission has not been subsequently reversed, suspended, or vacated.

     CORPORATE GOVERNANCE

     Nominating Committee

     We  have  not  established  a  Nominating  Committee  because,  due  to our
development  of  operations  and the fact that we only have three  directors and
executive officers, we believe that we are able to effectively manage the issues
normally  considered  by a Nominating  Committee.  Following  the entry into any
business or the  completion  of any  acquisition,  merger or  reorganization,  a
further review of this issue will no doubt be necessitated and undertaken by new
management.

     If we do establish a Nominating Committee,  we will disclose this change to
our procedures in recommending nominees to our board of directors.

                                       29
<PAGE>
     Audit Committee

     We have not established an Audit Committee because,  due to our development
of  operations  and the fact that we only have  three  directors  and  executive
officers,  we believe that we are able to effectively manage the issues normally
considered by an audit  committee.  Following the entry into any business or the
completion of any  acquisition,  merger or  reorganization,  a further review of
this issue will no doubt be necessitated and undertaken by new management

ITEM 11. EXECUTIVE COMPENSATION

     ALL COMPENSATION

     The  following  table sets  forth the  aggregate  compensation  paid by the
Company for services rendered during the periods indicated:

                           SUMMARY COMPENSATION TABLE
                             Long Term Compensation
                       Annual Compensation Awards Payouts

(a)             (b)   (c)   (d)   (e)   (f)   (g)   (h)    (i)
                                              Secur-
                                              ities        All
Name and   Year or               Other  Rest- Under- LTIP  Other
Principal  Period   Salary Bonus Annual rictedlying  Pay- Comp-
Position   Ended      ($)   ($)  Compen-Stock Optionsouts ensat'n
-----------------------------------------------------------------

James P.     12-31-06 $0       0     0      0        0     0     0
Doolin,      12-31-07 $0       0     0      0        0     0     0
Director,    12-31-08 $0       0     0      0        0     0     0
President

Shane E.     12-31-06 $0       0     0      0        0     0     0
Thueson,     12-31-07 $0       0     0      0        0     0     0
Director,    12-31-08 $0       0     0      0        0     0     0
Vice
President

John K.      12-31-06 $0       0     0      0        0     0     0
Winchester   12-31-07 $0       0     0      0        0     0     0
Director,    12-31-08 $0       0     0      0        0     0     0
Secretary

     No deferred  compensation or long-term incentive plan awards were issued or
granted to the Company's  management during the year ended December 31, 2008. No
employee,  director,  or executive officer have been granted any option or stock
appreciation  rights;  accordingly,  no tables  relating to such items have been
included within this Item.

   COMPENSATION OF DIRECTORS

     Executive  compensation  was paid to the  Company's  officers and directors
related to services  performed  for the  Company's  operations  and managing the
Company's  strategic  development.  On April 1,  2006,  the  Company's  Board of
Directors  resolved to suspend  officer and director  salaries until the Company
generates positive operating cash flows. Should operations produce positive cash
flow,  compensation  will resume with 1 officer  receiving  $1,000 per month and
another receiving $500 per month, and the third receiving $100 per month.

     OUTSTANDING EQUITY AWARDS

     None.

     OPTIONS/SAR GRANTS IN THE LAST FISCAL YEAR

     None. We have no outstanding options or stock appreciation rights.

     OPTIONS/SAR EXERCISES IN THE LAST FISCAL YEAR

     None. We have no outstanding options or stock appreciation rights.

     LONG TERM INCENTIVE PLAN AWARDS IN THE LAST FISCAL YEAR

     None. We have no long-term incentive plans.

                                       30
<PAGE>
ITEM 12:  SECURITY  OWNERSHIP OF CERTAIN  BENEFICIAL  OWNERS AND  MANAGEMENT AND
RELATED STOCKHOLDER MATTERS

     The  following  table sets forth the ownership by any person known to us to
be the beneficial owner of more than 5% of any class of our voting securities as
of December 31, 2008.  Beneficial ownership is determined in accordance with the
rules of the SEC and generally  includes voting or investment power with respect
to  securities.  The persons named in the table below have sole voting power and
investment   power  with  respect  to  all  shares  of  common  stock  shown  as
beneficially owned by them. The percentage of beneficial ownership is based upon
1,490,000 shares of common stock outstanding at that date.

                           Number of Shares Percentage

Name                            Beneficially Owned           of Class
----------------                ------------------           --------
Leonard W. Burningham               100,000                      6.7%
1227 East Gilmer Drive
Sale Lake City, UT 84105

James P. Doolin*                    551,250                     37.0%
1704 E. Harvard Ave.
Salt Lake City, UT 84108

Michael J. Doolin*                  300,000                     20.1%
5 Pepperwood Drive
Sandy, UT 84092

Quad D LTD Partnership*             100,000                      6.7%
5 Pepperwood Drive
Sandy, UT 84092

Shane E. Thueson                    250,000                     17.0%
10972 Cindy Circle
Sandy, UT 84092


TOTAL                             1,301,250                     87.3%


* Michael and Sharlene  Doolin are husband and wife.  James Doolin is the son of
Michael and Sharlene Doolin.

** Sharlene  Doolin is deemed a beneficial  owner, as she is the general partner
of Quad D LTD Partnership

     SECURITY OWNERSHIP OF MANAGEMENT

     The  following  table  sets  forth  the  holdings  of  common  stock of the
Company's directors and executive officers as of the date hereof. The percentage
of  beneficial  ownership  is  based  upon  1,490,000  shares  of  common  stock
outstanding at that date.

Name                            Beneficially Owned           of Class
----------------                ------------------           --------
James P. Doolin*                    551,250                       37%
1704 E. Harvard Ave.
Salt Lake City, UT 84108

Shane E. Thueson                    250,000                       17%
10972 Cindy Circle
Sandy, UT 84092

John K. Winchester                    1,250                        0%
762 East Gable Street
Midvale, UT 84047

TOTAL OFFICERS & DIRECTORS          802,250                       54%


                                       31
<PAGE>
     SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

     None. We have no equity compensations plans.

     CHANGES IN CONTROL

     We do not have any arrangements  that would result in any change in control
of  our  company.   However,   there  are  no  provisions  in  our  Articles  of
Incorporation or Bylaws that would delay, defer or prevent a change in control.

ITEM  13:  CERTAIN   RELATIONSHIPS  AND  RELATED   TRANSACTIONS,   AND  DIRECTOR
INDEPENDENCE

     None.   We  have  no   undisclosed   related   transactions.

     RESOLVING CONFLICTS OF INTEREST

     Our  directors  must  disclose all  conflicts of interest and all corporate
opportunities  to the entire board of  directors.  Any  transaction  involving a
conflict of interest  will be  conducted on terms not less  favorable  than that
which could be obtained from an unrelated third party.

     DIRECTOR INDEPENDENCE

     We do not have any independent directors serving on our board of directors

ITEM 14: PRINCIPAL ACCOUNTANT FEES AND SERVICES

     The  following  is a  summary  of the fees  billed  to us by our  principal
accountants during the fiscal years ended December 31, 2008 and 2007:


                Fee Category                  2008      2007
--------------------------------------------------------------
--------------------------------------------------------------
Audit Fees                                  $ 19,286    15,779
Audit-related Fees                          $    564         0
Tax Fees                                    $    390       412
All Other Fees                              $      0         0
                                             -----------------
Total Fees                                  $ 20,240    16,191
                                             =================

     Audit Fees - Consists  of fees for  professional  services  rendered by our
principal  accountants  for the audit of our  annual  financial  statements  and
review of the financial  statements  included in our Forms 10-Q or services that
are normally provided by our principal  accountants in connection with statutory
and regulatory filings or engagements.

     Audit-related Fees - Consists of fees for assurance and related services by
our principal  accountants that are reasonably related to the performance of the
audit or review of our financial  statements  and are not reported  under "Audit
fees."

     Tax Fees -  Consists  of fees for  professional  services  rendered  by our
principal accountants for tax compliance, tax advice and tax planning.

     All Other Fees - Consists of fees for products and services provided by our
principal  accountants,  other than the services  reported  under "Audit  fees,"
"Audit-related fees," and "Tax fees" above.

     Policy on Audit Committee  Pre-Approval of Audit and Permissible  Non-Audit
Services of Independent Auditors

     We have  not  adopted  an  Audit  Committee;  therefore,  there is no Audit
Committee policy in this regard.  However,  we do require approval in advance of
the performance of  professional  services to be provided to us by our principal
accountant.  Additionally, all services rendered by our principal accountant are
performed  pursuant to a written  engagement letter between us and the principal
accountant.

                                       32
<PAGE>
ITEM 15: EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
<TABLE>
<CAPTION>

        Exhibits.  The following exhibits are filed as part of this Annual Report:

No.      Description
----     ---------------------------------------------------------------------------------------
<C>                                                                                  <C>
31.1     Certification of Principal Executive Officer as adopted pursuant to Section 302 of the
         Sarbanes-Oxley Act of 2002 *
31.2     Certification of Principal Financial Officer as adopted pursuant to Section 302 of the
         Sarbanes Oxley Act of 2002 *
32.2     Certification of Principal Executive and Financial Officer Pursuant to 18 U.S.C Section
         1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 *

*    Filed herewith

</TABLE>

                              SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Company has duly caused this Report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                                       HANGMAN PRODUCTIONS, INC.



Date:3/5/09                            /S/JAMES DOOLIN
                                       James Doolin
                                       President and Director



     Pursuant to the  requirements  of the  Securities  Exchange Act of 1934, as
amended, this Report has been signed below by the following persons on behalf of
the Company and in the capacities and on the dates indicated:


                                       HANGMAN PRODUCTIONS, INC.



Date:3/5/09                            /S/JAMES DOOLIN
                                       James Doolin
                                       President and Director


Date:3/5/09                            /S/Shane Thueson
                                       Shane Thueson
                                       Vice President and Director



                                       33