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

                                   FORM 10-KSB

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

     For the fiscal year ended December 31, 2007
                               -----------------

[ ]  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 under Section 12(b) of the Exchange Act: None
Name of Each Exchange on Which Registered:                     None
Securities Registered under Section 12(g) of the Exchange Act: $0.01 par value
                                                               common stock

                                       1
<PAGE>
     Check  whether  the Issuer (1) filed all  reports  required  to be filed by
Section 13 or 15(d) of the  Exchange  Act during the past 12 months (or for such
shorter period that the Company was required to file such reports),  and (2) has
been subject to such filing requirements for the past 90 days.

     (1)   Yes  X    No            (2)   Yes  X    No
               ---      ---                  ---      ---

     Indicate  by check  mark  whether  the Issuer is an  accelerated  filer (as
defined in Rule 12b-2 of the Exchange Act). Yes    No X
                                               ---   ---

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

     Check  if  disclosure  of  delinquent  filers  in  response  to Item 405 of
Regulation  S-B is not  contained  in  this  form,  and no  disclosure  will  be
contained,   to  the  best  of  Issuer's  knowledge,  in  definitive  proxy  or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [ ]

     State the Issuer's  revenues for its most recent fiscal year:  December 31,
2007 - $0


     State the aggregate market value of the voting stock held by non-affiliates
computed by reference  to the price at which the stock was sold,  or the average
bid and asked  prices of such stock,  as of a specified  date within the past 60
days.

     February  13, 2008 - $63,878.  There are  approximately  125,250  shares of
common voting stock of the Issuer not held by affiliates. These computations are
based upon the bid price of $.51 for the common  stock of the Company on the OTC
Bulletin Board of the Financial Industry Regulatory Authority, Inc. ("FINRA") on
February 13, 2008.

                   (ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
                           DURING THE PAST FIVE YEARS)
     None, Not applicable.


                     (APPLICABLE ONLY TO CORPORATE ISSUERS)

     State the number of shares  outstanding of each of the Issuer's  classes of
common equity, as of the latest practicable date:

                                 February 13, 2008

                                    1,490,000


                                       2
<PAGE>
                       DOCUMENTS INCORPORATED BY REFERENCE

     A description of "Documents Incorporated by Reference" is contained in Part
III, Item 13 of this Report.

Transitional Small Business Issuer Format   Yes      No  X
                                                ---     ---
                                               PART I

Item 1.  Description of Business.
         ------------------------

Business Development.
---------------------

          Organization, Charter Amendments and General History
          ----------------------------------------------------

     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, 2007, resulted
in $0 in revenue.  The Company's cost of revenue for the year ended December 31,
2007, was $0 and general and administrative expenses were $38,153,  resulting in
an operating  loss of $38,153,  and a net loss of $40,899 after  accounting  for
interest expense and franchise taxes.

     The  independent  auditor's  report issued in  connection  with the audited
financial  statements  of the Company for the period  ended  December  31, 2007,
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 is still developing operations.

     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 4, 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.

     On April 25, 2007, the Company  established a subsidiary,  4th Grade Films,
Inc.  4th  Grade  Films,  Inc.  (the  "Subsidiary"  or "4th  Grade  Films")  was
incorporated  under the laws of the State of Utah, with an authorized capital of
$550,000 divided into 50,000,000  shares of Common Stock, par value of $0.01 per
share, and 5,000,000 shares of Preferred Stock, par value of $.01 per share. 4th
Grade Films was  incorporated and is a subsidiary of Hangman  Productions,  Inc.
The  Company  was  formed  for the  primary  purpose  of  financing,  producing,
marketing and distributing films. 4th Grade Films filed a Registration Statement
on Form 10-SB. For further information  regarding 4th Grade Films please see the
amended Form 10-SB as filed with the Securities and Exchange  Commission October
29, 2007.

                                       3
<PAGE>
        Business.
        ---------

     Hangman  is  involved  in  the  film  production  industry.  The  Company's
operations are divided into two operating units:

        1) Screenplay contests
        2) Film and content production

     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   commenced   the  third   edition   of  the
ScreenplayShootout!  in  December,  2007.  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!  and will develop
additional  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 latest iteration
of The  ScreenplayShootout!  began in December 2007 and the call for submissions
will close June 30, 2008.  Winners will be announced August 31, 2008.  Hangman's
marketing  campaign  for this most  recent  contest  includes  advertising  with
Filmmakers.com,  ScreenwritersUtopia.com,  and MovieBytes.com. Hangman will also
implement a targeted email campaign to former contest's  participants as well as
other interested parties within the screenwriting community.

     Hangman will also begin  developing  additional  contests to supplement the
ScreenplayShootout! this year. The ScreenplayShootout! welcomes submissions from
all genres, whereas the new contests will focus on individual genres. Although a
genre-specific  contest may reduce  marketability to a broad participation base,
it will attract a greater concentration of participants within a specific genre,
due to a  standardization  of  judgment  parameters.  Conducting  genre-specific
contests  will allow  Hangman to attract  sponsors  who are  targeting  specific
audiences.  Furthermore,  the  Company  will be able to more  accurately  target
genre-specific  entrants  and direct  marketing  resources  to these  respective
groups.

     FILM AND CONTENT PRODUCTION

     In 2007, Hangman's management established a subsidiary, 4th Grade Films, to
expand the  Company's  presence  in the film  community.  4th Grade  Films is an
independent  film  production  company.  The  Company is  engaged in  developing
content, securing financing,  producing, marketing and distributing films within
the  independent  film  community.  In June the Company  began  production  of a
feature  film,  4 STORIES  OF ST.  JULIAN.  Post-production  of the film will be
completed by June 2008.

     Due to the  significant  demands on time and resources  associated with the
production of the film, the Company determined that hosting a screenplay contest
concurrent with the feature  production  would dilute the quality of the contest
and would be  detrimental to the potential  success of both projects.  Therefore
our management concluded to postpone the 2007 ScreenplayShootout! until the most
time-intensive  elements  of  post-production  for the feature  were  completed.
Therefore the Company delayed the  commencement  of the 3rd  ScreenplayShootout!
until December 2007, which allowed management the appropriate time and effort to
dedicate to the contest.  Because of this  decision the Company did not generate
any revenue from its contests in 2007, as contest  participants  typically  wait
until the last few months of the contest to enter their submissions.  Management
believes  that  delaying  the contest was the best  decision  for the  long-term
success of the Company's contest and film project.

     As previously mentioned 4th Grade Films, began production of a feature film
in 2007.  The film will be completed by June,  2008. At that time, the Company's
management will shift focus entirely to marketing and securing  distribution for
the film.  4th Grade Films  long-term  strategy  includes  producing  subsequent
feature films and exploring production  opportunities  outside narrative feature
films including corporate videos, documentaries, and commercials. These projects
will allow the Company to  generate  revenue by  charging a  production  fee and
passing production costs directly to the client.

     For further  information on the Company's  operations see See Part II, Item
6. Management's Discussion and Analysis or Plan of Operation.

                                       4
<PAGE>
     DISTRIBUTION METHODS OF PRODUCTS AND SERVICES

     The  Company  seeks to attract  and  develop  talent  and enable  access to
content  through  its  screenplay  contests  and  film  production   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 and film production  efforts.  Advertisements are primarily
targeted during the Company's contests and film projects.

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

     The movie  production  and  entertainment  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  productions
companies.

     DEPENDENCE ON ONE OR A FEW MAJOR CUSTOMERS

     Currently  the  Company's  financial  success  relies on the success of its
contests and feature film  projects.  Currently the Company's only customers are
the contest entrants.  The Company hopes to attract additional customers through
its distribution of its feature film. If the Company enters into partnerships or
any  other  relationships  with  production  or  distribution  companies,  these
customers  will be  necessary  for  the  Company  to  generate  revenue  for the
Company's film projects.

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

     Other than possibly applying for a trademark on the Company's contest name,
Hangman  has not and 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.

     NEED FOR GOVERNMENTAL APPROVAL OF PRINCIPAL PRODUCTS OR SERVICES

     Due to the nature of the Company's business,  Hangman does not need to seek
direct government approval for its offered services.

     EFFECT OF EXISTING OR PROBABLE GOVERNMENTAL REGULATIONS ON THE BUSINESS

     The Company is not currently subject to many direct government  regulation,
other than the securities laws and the regulations  thereunder applicable to all
publicly  owned  companies,  the  laws and  regulations  applicable  to  general
businesses.  It is possible that certain laws and  regulations may be adopted at
the local,  state,  national  and  international  level  that  could  effect the
Company's  operations.  Changes to such laws  could  create  uncertainty  in the
marketplace which could reduce demand for the Company's products or increase the
cost of doing  business as a result of costs of litigation or a variety of other
such costs, or could in some other manner have a material  adverse effect on the
Company's business, financial condition, results of operations and prospects. If
any such law or regulation  is adopted it could limit the  Company's  ability to
operate and could force the  business  operations  to cease,  which would have a
significantly negative effect on the shareholder's investment.

                                        5
<PAGE>
     REPORTING REQUIRMENTS

     As an issuer whose securities will be registered under Section 12(g) of the
Exchange Act, we will be required to file periodic  reports with the  Securities
and Exchange Commission (the "Commission").  In addition, the Financial Industry
Regulatory Authority, Inc. (the "FINRA"),  requires that all issuers maintaining
quotations of their  securities on the OTC Bulletin Board file periodic  reports
under the Exchange Act.

     The public may read and copy any materials that we file with the Commission
at the  Commission's  Public Reference Room at 100 F Street NE,  Washington,  DC
20549.  The  public  may  obtain  information  on the  operation  of the  Public
Reference Room by calling the Commission at  1-800-SEC-0330  or 1- 202-942-8090.
The  Commission  maintains an internet  site that  contains  reports,  proxy and
information  statements  and  other  information  regarding  issuers  that  file
electronically   with   the   Commission.   The   address   of   that   site  is
http://www.sec.gov.

     SMALL BUSINESS ISSUER

     The Commission's  integrated  disclosure system for small business issuers,
which was adopted in Release No. 34-30968 and became  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
$25,000,000;  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  $25,000,000  or more.  The Company is deemed to be a "small
business issuer."

     SARBANES-OXLEY ACT

     On July 30, 2002,  President Bush signed into law the Sarbanes-Oxley Act of
2002.  The   Sarbanes-Oxley  Act  imposes  a  wide  variety  of  new  regulatory
requirements  on  publicly-held  companies  and  their  insiders.  Many of these
requirements will affect us. For example:

     * Our chief executive  officer and chief financial officer must now certify
     the  accuracy  of  all of  our  periodic  reports  that  contain  financial
     statements;

     *  Management  is  required  to issue a report on  internal  controls  over
     financial reporting;

     *  Our  periodic   reports  must   disclose  our   conclusions   about  the
     effectiveness of our disclosure controls and procedures; and

     * We may not make any loan to any director or executive  officer and we may
     not materially modify any existing loans.

     The Sarbanes-Oxley Act has required us to review our current procedures and
policies to determine  whether they comply with the  Sarbanes-Oxley  Act and the
new  regulations  promulgated  thereunder.  We  will  continue  to  monitor  our
compliance  with all future  regulations  that are adopted  under the  Sarbanes-
Oxley Act and will take whatever  actions are necessary to ensure that we are in
compliance.

     RESEARCH AND DEVELOPMENT

     Since inception, the Company has not expended a material amount on research
and development.

     COMPLIANCE WITH ENVIRONMENTAL LAWS (FEDERAL, STATE AND LOCAL)

     Due to the nature of the  Company's  operations,  Hangman  does not believe
that  compliance  with  environmental  laws will have a  material  impact on the
Company or its operations.

     NUMBER OF 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.

                                       6
<PAGE>
RISK FACTORS
------------

     Our present and intended  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.  All risk factors that you
should consider are the following:

                      RISKS ASSOCIATED WITH OUR OPERATIONS
                      ------------------------------------

     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.

     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.

     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.

                                       7
<PAGE>
     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,  2007,  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.

     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.

     THE COMPANY'S  SECURITIES MAY HAVE A LIMITED MARKET DUE TO RULES ASSOCIATED
     WITH PENNY STOCKS

     The  Company's  stock  differs  from  many  stocks,  in that it is a "penny
stock." The Securities and Exchange  Commission has adopted a number of rules to
regulate  "penny  stocks."  These rules  include,  but are not limited to, Rules
3a5l-l,  15g-1, 15g-2, 15g-3, 15g-4, 15g-5, 15g-6 and 15g-7 under the Securities
and Exchange Act of 1934, as amended.

     Because our securities probably constitute "penny stock" within the meaning
of the rules,  the rules  would  apply to us and our  securities.  The rules may
further  affect the ability of owners of our stock to sell their  securities  in
any market that may develop  for them.  There may be a limited  market for penny
stocks,  due to the  regulatory  burdens on  broker-dealers.  The  market  among
dealers  may not be active.  Investors  in penny  stock often are unable to sell
stock back to the dealer that sold them the stock.  The mark-ups or  commissions
charged by the  broker-dealers may be greater than any profit a seller may make.
Because  of large  dealer  spreads,  investors  may be  unable to sell the stock
immediately  back to the dealer at the same  price the dealer  sold the stock to
the investor. In some cases, the stock may fall quickly in value.  Investors may
be unable to reap any profit from any sale of the stock,  if they can sell it at
all.

     Stockholders should be aware that, according to the Securities and Exchange
Commission  Release No. 34- 29093,  the market for penny  stocks has suffered in
recent years from patterns of fraud and abuse. These patterns include:

        - Control of the market for the security by one or a few broker-dealers
          that are often related to the promoter or issuer;

        - Manipulation of prices through prearranged matching of purchases and
          sales and false and misleading press releases;

        - "Boiler room" practices involving high pressure sales tactics and
          unrealistic price projections by inexperienced sales persons;

        - Excessive and undisclosed bid-ask differentials and markups by selling
          broker-dealers; and

        - The wholesale dumping of the same securities by promoters and broker-
          dealers after prices have been manipulated to a desired level, along
          with the inevitable collapse of those prices with consequent investor
          losses.

                                        8
<PAGE>
     Furthermore,  the  "penny  stock"  designation  may  adversely  affect  the
development of any public market for the Company's shares of common stock or, if
such a  market  develops,  its  continuation.  Broker-dealers  are  required  to
personally  determine  whether an  investment  in "penny  stock" is suitable for
customers.

     Penny stocks are  securities (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) of an issuer 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  annual  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 Commission 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 the Company's
common  stock are urged to obtain  and read  such  disclosure  carefully  before
purchasing any shares that are deemed to be "penny stock."

     Rule 15g-9 of the  Commission  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 or her
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 the Company's  stockholders 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.

                                       9
<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 as of January 13,
     2005,  in  compliance   with  Rule  144  of  the  Securities  and  Exchange
     Commission.

     **** The 750,000 shares that the Company issued March 2006, for forgiveness
     of debt in accrued  salaries are  eligible for resale as of March 2007,  in
     compliance with Rule 144 of the Securities and Exchange Commission.

     RISKS ASSOCIATED WITH THE ENTERTAINMENT AND FILM PRODUCTION INDUSTRIES
     ----------------------------------------------------------------------

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

     The industry in which we compete 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.

                                       10
<PAGE>
     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.

     THE SPECULATIVE  NATURE OF THE ENTERTAINMENT  AND FILM PRODUCTION  INDUSTRY
     MAY RESULT IN OUR  INABILITY TO PRODUCE  PROJECTS  THAT RECEIVE  SUFFICIENT
     MARKET ACCEPTANCE FOR US TO BE SUCCESSFUL

     Certain segments of the  entertainment  and film production  industries are
highly  speculative and historically have involved a substantial degree of risk.
For example,  the success of a particular film, program or other project depends
upon  unpredictable and changing  factors,  including the success of promotional
efforts, the availability of alternative forms of entertainment and leisure time
activities,  general economic  conditions,  public acceptance and other tangible
and intangible factors, many of which are beyond our control. We may not be able
to produce products or services that receive sufficient market acceptance for us
to be successful.

CHANGES IN  TECHNOLOGY  MAY REDUCE THE DEMAND FOR THE  PRODUCTS  OR  SERVICES WE
OFFER

     The entertainment and film production industries are substantially affected
by rapid and  significant  changes in  technology.  These changes may reduce the
demand for certain existing  services and technologies  used in these industries
or render them obsolete.  We cannot assure you that the technologies  used by or
relied upon or produced by the Company  will not be subject to such  occurrence.
While we may attempt to adapt to newer  technologies,  we cannot assure you that
we will have  sufficient  resources to fund these  changes or that these changes
will ultimately prove successful.

Item 2.  Description of Property.
         -----------------------

     Hangman's  executive  officers  currently  provide  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.
         ------------------

     The  Company  is  not a  party  to any  pending  legal  proceeding.  To the
knowledge  of  management,  no federal,  state or local  governmental  agency is
presently  contemplating  any  proceeding  against  the  Company.  No  director,
executive officer or affiliate of the Company or owner of record or beneficially
of more than five percent of the  Company's  common stock is a party  adverse to
the Company or has a material interest adverse to the Company in any proceeding.

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

     During the fourth  quarter of the year ended  December 31, 2007,  no matter
was submitted to a vote of the Company's securities holders, whether through the
solicitation of proxies or otherwise.

                                       11
<PAGE>
                                     PART II

Item 5.  Market for Common Equity and Related Stockholder Matters.
         ---------------------------------------------------------

     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, 2007          $.45    $.45             $ 1.01  $ 1.01
THRU
DEC 31, 2007         $.45    $.45             $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.

     Prior to 4th Grade Films'  organization  on April 25, 2007,  the subsidiary
authorized and subsequently issued 745,000 shares of common stock to its parent,
Hangman  Productions,  Inc.  The shares  were  issued for  expenses  incurred by
Hangman  Productions,  Inc., for the formation and incorporation of the Company.
The shares were issued for cash at $0.007 per share for a total of $5,212.

     Following  4th Grade  Films'  organization,  the  subsidiary  conducted  an
offering of 30,000 shares of Preferred Stock,  Series A, at a price of $3.00 per
share.  This  offering  was  conducted  under  Rule 506 of  Regulation  D of the
Securities  and  Exchange  Commission,  and the  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 on or around June 1, 2007, with the Company
having received gross proceeds of $90,000.

                                       12

<PAGE>
Item 6.  Management's Discussion and Analysis or Plan of Operation.
         ----------------------------------------------------------

     Plan of Operations.
     -------------------

     Last year was an  exciting  year for  Hangman,  the Company  continued  its
efforts in the screenplay  competition  arena as well as producing the Company's
first  feature  film.  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.  Up until now, the Company's  prime focus has
been hosting screenplay contests to develop relationships with the screenwriting
community,  and  developing  relationships  within  the film  and  entertainment
industry.  The Company  recently  commenced its third  screenplay  contest,  the
ScreenplayShootout!  in December, 2007. Hangman is excited to continue providing
opportunities for emerging screenwriters and developing our relationships within
both the screenwriting and the film-making  community.  Hangman is also proud to
announce  that  Christopher   Canole,   the  Grand  Prize  winner  of  our  2006
ScreenplayShootout!  has gone on to win the Queens  International Film Festival,
Creative  Screenwriting  magazine's AAA contest,  the International  Family Film
Festival  and was also  chosen as the first  screenplay  to be featured in a six
page  story  in  Script  magazine's   February  2008  issue.  Having  added  the
ScreenplayShootout! Grand Prize to Mr. Canole's resume has opened many doors and
has  helped to attract  interest  from many  producers,  directors  and  agents.
Hangman is looking forward to increased  exposure within the screenplay  contest
community   based  on   Mr.Canole's   continued   successes   upon  winning  the
ScreenplayShootout!

     2007  also  marked  Hangman's  entry  into  feature  film  production.   As
previously mentioned,  in April 2007, the Company established a subsidiary,  4th
Grade Films.  The Subsidiary is an independent  film production  company.  It is
engaged in developing  content,  securing  financing,  producing,  marketing and
distributing  films  within the  independent  film  community.  4th Grade  Films
strategic  plan is to focus on  independent  film projects with budgets  ranging
from $25,000 to $250,000.  Independent films are often  distinguishable by their
content or style where the writer or  director's  original  authorial  intent or
personal creative vision is usually maintained in the final film.  Additionally,
the term  "independent  film" is typically  used to describe  less  commercially
driven  art  films  which  are   significantly   different  from  the  norms  of
plot-driven,  mainstream  traditional  "Hollywood" cinema.  Hangman's management
raised $90,000 in equity financing for 4th Grade Films and began production on a
feature film in June,  2007. The film will be completed  June,  2008. Due to the
significant demands on time and resources associated with such an endeavor,  the
Company's  management has been focused on both production and post-production of
the film the majority of 2007.  Upon  assessing  all the  elements  necessary to
completing a feature film, our management  determined  that hosting a screenplay
contest  concurrent with the feature  production would dilute the quality of the
contest and would be  detrimental  to the  potential  success of both  projects.
Therefore  Hangman's  management  concluded to postpone the  ScreenplayShootout!
until  the 4th  quarter  of 2007,  after  the most  time-intensive  elements  of
production for the feature were completed. This allowed the Company's management
the appropriate time and effort to dedicate to the contest.

     Hangman will continue  hosting  screenplay  contests in 2008. 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 our web  properties  and  other  promotional
materials,  targeting our participant  demographic.  The latest iteration of the
ScreenplayShootout!  began in December  2007 and the call for  submissions  will
close June 30, 2008.  This year Hangman  will also begin  developing  additional
contests to supplement the ScreenplayShootout! The ScreenplayShootout!  welcomes
submissions  from all genres,  whereas the new contests will focus on individual
genres.  Starting  in the second  half of 2008,  the  Company  will  introduce a
horror-themed   contest.   Although   a   genre-specific   contest   may  reduce
marketability  to  a  broad  participation  base,  it  will  attract  a  greater
concentration of participants  within a specific genre, due to a standardization
of judgment parameters.

     4th Grade Films feature film will be completed by June, 2008. At that time,
the Company's management will shift focus to marketing and securing distribution
for  the  film  by  leveraging  relationships  that  the  Company  is  currently
nurturing.  The Company's  management is currently  formalizing  its  short-term
distribution  strategy  for the  film,  which  may  include  both  domestic  and
international  distribution  through a variety of media  (film  festivals,  DVD,
cable on-demand, internet, et al). Although 4th Grade Films' future projects are
not solely  contingent on a successful  distribution  of the film it will propel
the commencement of additional film projects.

     4th Grade Films long-term  strategy includes  producing  subsequent feature
films and exploring  production  opportunities  outside  narrative feature films
including corporate videos, documentaries,  and commercials. These projects will
allow the Company to generate  revenue by charging a production  fee and passing
production costs directly to the client.

                                       13
<PAGE>
     2008  will  be an  exciting  year  for the  Company  as it  will  mark  the
completion and potential  distribution of its first feature film,  completion of
the  third   ScreenplayShootout!,   and  the  initiation  of  its  horror-themed
screenplay  contest.  Management  will  continue  to  bolster  its  pipeline  of
projects,  and intends to cultivate projects in various stages of development by
year end.

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

     OPERATING RESULTS - OVERVIEW

     Fiscal year ended December 31, 2007 resulted in a net loss of $40,899.  The
Company's  net loss  increased  $20,984  from the  previous  fiscal  year  ended
December 31, 2006. The Company's net loss for the fiscal year ended December 31,
2006 was  $19,915.  The  Basic  Loss per Share  for  fiscal  year 2007 was $0.03
compared  to a loss per share of $0.02 for fiscal  year ended  2006.  Details of
changes in revenues and expenses can be found below.

     OPERATING RESULTS REVENUES

     Revenues  for the  fiscal  year  ended  December  31,  2007,  were $0.  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
$3,750 in revenue for the fiscal year ended  December  31,  2006.  As  mentioned
above,  the  decrease  in revenue  for the year ended 2007  compared to the year
ended 2006 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, 2007, were $0
due to the lack of revenue generated.  In comparison,  the cost of sales for the
fiscal year ended 2006 was $3,750.  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, 2007,
increase  by  $19,354 to $38,153 as  compared  to $18,799  for the  twelve-month
period ended  December 31, 2006. The increase can primarily be attributed to the
Company's  investment  in its  subsidiary,  4th Grade  Films,  Inc.  The Company
incurred $16,036 in expenses from its investment in 4th Grade Films, Inc for the
year ended December 31, 2007.

     OPERATING RESULTS INTEREST EXPENSES

     Interest  expenses for the  twelve-month  period  ended  December 31, 2007,
increased  $1,709 to $2,743 as compared to $1,034 for the twelve-  month  period
ended December 31, 2006. The Company's notes payable  increased  $32,000 through
the 2007 fiscal year, and therefore  incurred greater interest  expenses related
to the increase in its outstanding notes payable.

     LIQUIDITY

     As of December 31, 2007,  the Company had a total  current asset balance of
$13,145 and total liabilities of $61,103. As of December 31, 2007, the Company's
total future obligations were $61,103.

     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 $12,461,  as of December 31, 2007,
the Company  deems that it has  adequate  resources  for the  Company's  planned
operations for the next 12 months.

     Management anticipates average monthly expenditures to range between $2,500
and $3,500 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.

                                       14
<PAGE>
     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.

     CRITICAL ACCOUNTING POLICIES - ESTIMATES

     Our  discussion  herein and  analysis  thereof is based upon our  financial
statements  in Item 7  below,  which  have  been  prepared  in  accordance  with
Generally  Accepted  Accounting  Principles  of the United  States  (GAAP).  The
preparation of these statements  requires  management to make estimates and best
judgments that affect the reported amounts.

     OFF-BALANCE SHEET ARRANGMENTS

     We do not have any off-balance sheet arrangements as of December 31, 2007.

Item 7.  Financial Statements.
         ---------------------

Consolidated Financial Statements for the years ended December 31, 2007 and 2006

Report of Independent Registered Public Accounting Firm

Consolidated Balance Sheet - December 31, 2007

Consolidated  Statements of Operations for the years ended December 31, 2007 and
2006 and for the period from  inception  (August 11, 1999) through  December 31,
2007

Consolidated  Statements of  Stockholders'  Deficit for the years ended December
31, 2007 and 2006 and for the period from  inception  (August 11, 1999)  through
December 31, 2007

Consolidated  Statements of Cash Flows for the years ended December 31, 2007 and
2006 and for the period from  inception  (August 11, 1999) through  December 31,
2007

Notes to the Consolidated Financial Statements

                                       15
<PAGE>
<TABLE>
<CAPTION>

                               Hangman Productions, Inc.
                             [A Development Stage Company]

                                   TABLE OF CONTENTS

                                                                                 Page


<S>                                                                               <C>
Report of Independent Registered Public Accounting Firm                           17

Consolidated Balance Sheet - December 31, 2007                                    18

Consolidated Statements of Operations for the Years Ended December 31, 2007 and   19
2006 and for the period from inception [August 11, 1999] through
December 31, 2007.

Consolidated Statement of Stockholders' Deficit for the period from inception     20
[August 11, 1999] through December 31, 2007.

Consolidated Statements of Cash Flows for the Years Ended December 31, 2007 and   21
2004 and for the period from inception [August 11, 1999] through
December 31, 2007.

Notes to the Consolidated Financial Statements                                  22 - 27

                                       16
</TABLE>
<PAGE>
                REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


The Board of Directors and Shareholders
Hangman Productions, Inc.

     We have  audited the  accompanying  consolidated  balance  sheet of Hangman
Productions, Inc. [a development stage company] as of December 31, 2007, and the
related consolidated  statements of operations,  stockholders' deficit, and cash
flows for the years  ended  December  31,  2007 and 2006 and for the period from
inception  [August 11,  1999]  through  December 31,  2007.  These  consolidated
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 consolidated  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, 2007, and the
results of their  operations  and their cash flows for the years ended  December
31, 2007 and 2006 and for the period from  inception  [August 11, 1999]  through
December 31, 2007 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
March 5, 2008


                                       17
<PAGE>
<TABLE>
<CAPTION>

                            Hangman Productions, Inc.
                          [A Development Stage Company]
                           CONSOLIDATED BALANCE SHEET
                               December 31, 2007

                                                                            12/31/2007
                                                                        --------------------

ASSETS

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

       Non-Current Assets
            Film Costs                                                                77,448
                                                                        --------------------
       Total Non-Current Assets                                                       77,448


Total Assets                                                                          90,593
                                                                        ====================


                 LIABILITIES AND STOCKHOLDERS' DEFICIT

Liabilities

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

       Long Term Liabilities
            Note Payable - Shareholders                                              46,020
                                                                        --------------------

       Total Long Term Liabilities                                                   46,020

Total Liabilities                                                                    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

            Additional Paid-in Capital                                               45,400

            Deficit Accumulated during the development stage                       (120,811)
                                                                        --------------------

       Total Stockholders' Deficit                                                  (60,511)
                                                                        --------------------

Total Liabilities and Stockholders' Deficit                                     $    90,593
                                                                        ====================



                 See accompanying notes to financial statements

                                       18
</TABLE>
<PAGE>
<TABLE>
<CAPTION>


                            Hangman Productions, Inc.
                          [A Development Stage Company]
                      CONSOLIDATED STATEMENTS OF OPERATIONS
           For the years ended December 31, 2007 and 2006 and for the
        period from Inception [August 11, 1999] through December 31, 2007

                                                                                               Since Inception
                                                                                                   through
                                                                                                   December
                                                       2007                    2006                31, 2007
                                                  ----------------        ----------------     -----------------

<S>                                                           <C>                 <C>                  <C>
Revenues                                                      $ -                 $ 3,750              $ 16,509
 Cost Of Sales                                                  -                   3,750                 5,750
                                                  ----------------        ----------------     -----------------

      Gross Margin                                              -                       -                10,759

General and Administrative Expenses                        38,153                  18,799               126,799
                                                  ----------------        ----------------     -----------------

Operating Loss                                            (38,153)                (18,799)             (116,040)
Interest Income                                                 -                      18                    33
Interest Expense                                           (2,743)                 (1,034)               (3,946)
                                                  ----------------        ----------------     -----------------

Net Loss Before Income Taxes                              (40,896)                (19,815)             (119,953)

Provision for Income Taxes                                      3                     100                   858
                                                  ----------------        ----------------     -----------------

Net Loss                                                  (40,899)                (19,915)             (120,811)
                                                  ================        ================     =================


Loss Per Share                                            $ (0.03)                $ (0.02)              $ (0.13)
                                                  ================        ================     =================


Weighted Average Shares Outstanding                     1,490,000               1,303,014               877,347
                                                  ================        ================     =================



                 See accompanying notes to financial statements

                                       19
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

                            Hangman Productions, Inc.
                          [A Development Stage Company]
             CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY/DEFICIT
               For the years ended December 31, 2007 and 2006 and for the
        period from Inception [August 11, 1999] through December 31, 2007

                                                                       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)
                                   ============      ============     ============      ============     ============


                 See accompanying notes to financial statements

                                       20
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

                             Hangman Productions, Inc.
                           [A Development Stage Company]
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
           For the years ended December 31, 2007 and 2006 and for the
        period from Inception [August 11, 1999] through December 31, 2007

                                                                                  Since Inception
                                                                                      through
                                                                                      December
                                                           2007           2006        31, 2007
                                                        -----------    -----------   -----------

Cash Flows Provided by (used for)
Operating activities

<S>                                                        <C>            <C>          <C>
Net Loss                                                   (40,899)       (19,915)     (120,811)

     Adjustments to reconcile net loss to net cash
     from by operating activities

         Non-Cash Contributed by Shareholder                 1,200            600         1,800
         (Increase)/Decrease in prepaid expenses              (684)             0          (684)
         Film Production                                   (77,448)             0       (77,448)
         Increase / (Decrease) accounts payable              4,773          4,714        10,990
         Increase / (Decrease) in income taxes payable           -           (329)          100
         Increase / (Decrease) in payable to shareholder         -            220         3,410
         Increase / (Decrease) in Accrued Directors
         Compensation                                          860          4,853        40,513
         Increase / (Decrease) in accrued interest-
         related party                                       2,591            981         2,591
         Increase / (Decrease) in unearned revenue               -         (3,250)            -
                                                        -----------    -----------   -----------

Net Cash from Operating Activities       (109,607)       (12,126)     (139,639)

Cash Flows from Financing Activities

     Proceeds from issuance of Preferred Shares             90,000              -        90,000
     Proceeds from loans from shareholder                   32,000         13,000        45,000
     Repayment on loans from shareholder                         -         (4,000)       (4,000)
     Issued Stock for cash                                       -              -        21,000

                                                        -----------    -----------   -----------
Net Cash from Financing Activities                  122,000          9,000       152,000

         Net Increase (decrease) in cash                    12,393         (3,126)       12,461

Beginning Cash Balance                                          68          3,194             -
                                                        -----------    -----------   -----------

Ending Cash Balance                                       $ 12,461           $ 68      $ 12,461
                                                        ===========    ===========   ===========

Supplemental Schedule of Cash Flow Activities

     Cash paid for
         Interest                                       $        -      $       -    $        -
         Income taxes                                   $        3      $     429    $      887
         Stock issued for accrued liabilities           $        -      $  37,500    $   37,500


                 See accompanying notes to financial statements

                                       21
</TABLE>
<PAGE>
                            Hangman Productions, Inc.
                          [A Development Stage Company]
                 Notes to the Consolidated Financial Statements
                               December 31, 2007

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:

               Consolidation   -   The   accompanying   consolidated   financial
               statements  include all of the  accounts of Hangman  Productions,
               Inc. and its  subsidiary,  4th Grade Films,  Inc. All significant
               inter-company accounts and transactions have been eliminated.

               Filmed  Entertainment Costs - In accordance with SOP 00-2, Filmed
               entertainment  costs  include  capitalized  production  costs and
               overhead.  These costs, as well as participation and exploitation
               costs, are recognized as operating expenses on an individual film
               basis in the ratio that the current year's gross revenues bear to
               management's  estimate of total  ultimate gross revenues from all
               sources.  Marketing costs and development  costs under term deals
               are charged as operating expenses as incurred.  Development costs
               for projects not produced are  written-off  at the earlier of the
               time the  decision  is taken  not to  develop  the story or after
               three years.

               Filmed entertainment costs are stated at the lower of unamortized
               cost or estimated  fair value on an individual  motion picture or
               television  product  basis.  Revenue  forecasts  for both  motion
               pictures  and  television  products are  continually  reviewed by
               management  and revised when  warranted  by changing  conditions.
               When  estimates  of total  revenues an other events or changes in
               circumstances  indicate  that  a  motion  picture  or  television
               production  has a fair  value  that is less than its  unamortized
               cost, a loss is recognized  currently for the amount by which the
               unamortized cost exceeds the film or television production's fair
               value.

              (b)    Income Taxes

               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.

                                       22
<PAGE>
                            Hangman Productions, Inc.
                          [A Development Stage Company]
                 Notes to the Consolidated Financial Statements
                               December 31, 2007

               ORGANIZATION  AND  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES
               [continued]
               (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
               $12,461 cash at December 31, 2007.

               (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.

               Film  revenues  are  recognized  in  accordance   with  SOP  00-2
               paragraph .07.  Specifically,  revenues from the  distribution of
               motion pictures are recognized as they are exhibited and revenues
               from home  entertainment  sales,  net of  reserve  for  estimated
               returns,  together with related costs, are recognized on the date
               that video and DVD units are made  widely  available  for sale by
               retailers  and all  Company-imposed  restrictions  on the sale of
               video and DVD units have expired. Payments received in advance of
               initial  availability  are deferred revenue until all of SOP 00-2
               revenue recognition requirements have been met.

               (g) Advertising

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

               (h) Impact of New Accounting Standards

               In February  2007,  the FASB issued SFAS No. 159, "The Fair Value
               Option for  Financial  Assets and  Financial  Liabilities"  (SFAS
               159). This Statement  provides companies with an option to report
               selected   financial   assets  and  liabilities  at  fair  value.
               Generally accepted accounting  principles have required different
               measurement  attributes for different assets and liabilities that
               can create  artificial  volatility in earnings.  The  Statement's
               objective  is  to  reduce  both   complexity  in  accounting  for
               financial  instruments  and the volatility in earnings  caused by
               measuring related assets and liabilities differently. SFAS 159 is
               effective for the Company  beginning January 1, 2008. The Company
               is  currently  evaluating  the  impact  of this  standard  on its
               financial statements.

               In December  2007,  the FASB issued SFAS No. 141  (revised  2007)
               ("SFAS 141R"),  "Business  Combinations"  and SFAS No. 160 ("SFAS
               160"),   "Noncontrolling   Interests  in  Consolidated  Financial
               Statements, an amendment of Accounting Research Bulletin No. 51".
               SFAS 141R will change how business acquisitions are accounted for
               and will impact financial statements both on the acquisition date
               and in subsequent  periods.  SFAS 160 will change the  accounting
               and   reporting   for   minority   interests,   which   will   be
               recharacterized  as noncontrolling  interests and classified as a
               component of equity. SFAS 141R and SFAS 160 are effective for the
               Company   beginning  January  1,  2009.  Early  adoption  is  not
               permitted.  The Company is evaluating the impact these statements
               will have 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  consolidated  results  of  operation,
               financial  position  and cash flows.  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.
                                       23
<PAGE>
                            Hangman Productions, Inc.
                          [A Development Stage Company]
                 Notes to the Consolidated Financial Statements
                               December 31, 2007

               ORGANIZATION  AND  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES
               [continued]

NOTE 2         LIQUIDITY/GOING CONCERN

               The  Company  has  accumulated   losses  from  inception  through
               December  31,  2007 of  $120,811,  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 2027.  Deferred tax assets  recognized  for
               net operation  loss carry  forwards  total $0, net of a valuation
               allowance of $24,133, as detailed below.

 <TABLE>
<CAPTION>
Deferred Tax Asset                                               Balance              Tax               Rate
                                                              --------------     ---------------     ------------
<S>                                        <C>                       <C>                 <C>                 <C>
Federal loss carryforward (expires through 2026)                    120,296              18,044              15%
State loss carryforward (expires through 2016)                      119,596               5,980               5%
                                                                                 ---------------
Gross deferred tax asset                                                                 24,024
Valuation Allowance                                                                     (24,024)
                                                                                 ---------------
Net deferred tax asset                                                                       -
</TABLE>

               The allowance  has  increased  $8,175 from $15,849 as of December
               31, 2006. The  income/franchise  tax payable at December 31, 2007
               of $100 is the minimum tax due to the State of Utah for 2007.

               A  reconciliation  between  income taxes at  statutory  tax rates
               (20%)  and  the  actual  income  tax  provision  for   continuing
               operations as of December 31, 2007 follows:

Expected provision (based on statutory rate)                        (8,199)
Effect of:
Franchise tax deduction                                                (15)
Increase / (decrease) in valuation allowance                         8,175
State Minimum tax                                                       42
                                                            ---------------
Total actual provision                                                   3

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

               INCOME TAXES (continued)
               Net operating loss carryforwards  expire in various years through
               2027 as follows.

                    Year               Amount           Expiration
                --------------     ---------------      ------------
                        2007           40,899                 2027
                        2006           19,915                 2026
                        2005           28,388                 2025
                        2004           21,897                 2020
                        2003            1,757                 2021
                        2002            2,139                 2022
                        2001              557                 2023
                        2000            4,744                 2024
                                   ---------------
                                      120,296

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 2007 is
               presented in the table below:

               Balance as of January 1, 2007
               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, 2007                              $ -

               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, 2004, will close by
               expiration of the statute of  limitations  on April 5, 2008.  The
               years  ended  December  31,  2005,  2006,  and  2007 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.

                                       25
<PAGE>
                            Hangman Productions, Inc.
                          [A Development Stage Company]
                 Notes to the Consolidated 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. Accordingly,  3 months of salaries
               were  recorded in the amount of $4,800 as of December  31,  2006.
               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.

               Beginning July 1, 2006 salaries  payable began accruing  interest
               at a rate of 5% per annum. The amounts owed are unsecured and are
               due on December  31,  2008.  The  Company  has  accrued  interest
               relating to the salaries payable of $163 at December 31, 2007.

               During  the year ended  December  31,  2007,  James  Doolin,  the
               Company's  President and director,  loaned the Company $13,500 on
               an  unsecured  debenture.  The Note  accrues  interest at 10% per
               annum and matures on December 31, 2010.  As of December 31, 2007,
               the outstanding note payable to the shareholder was $26,678.  For
               the fiscal  year ended  December  31,  2007 the  Company  accrued
               interest of $1,563 on the note.

               During the year ended December 31, 2007 a shareholder  loaned the
               Company  $18,500  on an  unsecured  debenture.  The Note  accrues
               interest at 10% per annum and matures on December 31, 2010. As of
               December  31,  2007,   the   outstanding   note  payable  to  the
               shareholder  was $19,342.  For the fiscal year ended December 31,
               2007 the Company accrued interest of $841 on the note.

               As of  December  31,  2007,  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, 2007  shareholders  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,  charged to expense
               and  equity  for the year  ended  December  31,  2007  equates to
               $1,200.

               During the year ended  December  31,  2007  legal  services  were
               provided by a shareholder. The total  expense  incurred for these
               services was $900 for the year.

                                       26
<PAGE>
                            Hangman Productions, Inc.
                          [A Development Stage Company]
                 Notes to the Consolidated Financial Statements
                               December 31, 2007
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         ESTABLISHMENT OF CONSOLIDATED SUBSIDIARY

               On April 24, 2007,  the Company  established  the  subsidiary 4th
               Grade Films,  Inc. (4th Grade or the subsidiary).  As of December
               31,  2007,  the Company  owned 100% of the  subsidiary's  745,000
               shares of $0.01 par value Common stock. Results of operations and
               all assets and  liabilities of the subsidiary from April 24, 2007
               through  December 31, 2007 have been  consolidated  with those of
               the Company. All intercompany transactions have been eliminated.

               4th Grade Films, Inc. is an independent film production  company.
               The  subsidiary  is  engaged  in  developing  content,   securing
               financing, producing, marketing and distributing films within the
               independent   film  community.   The  subsidiary  will  focus  on
               independent  film projects  with budgets  ranging from $25,000 to
               $250,000.   Currently,  4th  Grade  Films,  Inc.  has  developed,
               financed  and  produced  a film  which is in the  post-production
               stage.  The  subsidiary  plans to continue  to develop,  finance,
               produce market and distribute  films within the independent  film
               community.  As of December 31, 2007,  the subsidiary has incurred
               approximately  $21,248 in  expenses  and  $77,448  related to its
               current film production.

NOTE 8         NONCONTROLLING INTEREST

               On June 1, 2007 the subsidiary  issued 30,000 shares of $0.01 par
               value Series A  convertible  Preferred  stock  (Preferred  stock)
               priced at $3.00 per share for gross  proceeds  of  $90,000.  Each
               share of  Preferred  stock can be  converted at the option of the
               record holder thereof any time prior to August 31, 2008, into ten
               (10) shares of fully paid and  nonassessable  shares of 4th Grade
               Common stock,  $0.01 par value. On August 31, 2008, all remaining
               issued  and   outstanding   shares  of   Preferred   stock  shall
               automatically  be called and each share of Preferred  stock shall
               be converted into ten (10) shares of fully paid and nonassessable
               shares of 4th Grade Common stock, $0.01 par value. Holders of the
               Preferred  stock  have no voting  rights.  The  issued  Preferred
               shares constitute a Non controlling  interest in the consolidated
               Company.

NOTE 9         SUBSEQUENT EVENTS

               On February 1, 2008,  James Doolin,  the Company's  President and
               director,  loaned the Company's subsidiary,  4th Grade $20,000 on
               an  unsecured  debenture.  The Note  accrues  interest at 10% per
               annum and matures on December 31, 2010.

                                       27
<PAGE>
Item 8.  Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
------------------------------------------------------------------------

     None.

Item 8AT. Controls and Procedures
---------------------------------

     Evaluation of Disclosure Controls and Procedures. Under the supervision and
with  the  participation  of  our  management,  including  our  President,  Vice
President  and  Secretary,  we  evaluated  the  effectiveness  of the design and
operation  of our  disclosure  controls  and  procedures  (as  defined  in  Rule
13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the "Exchange
Act")) as of the end of the  period  covered  by this  report.  Based  upon that
evaluation,  our  President,  Vice  President and Secretary  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  Securities  Exchange  Act of 1934 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  President  and Vice  President,  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 managment is responsible for establishing and maintaining  adequate internal
control  over  financial  reporting  (as  definded in Rule  13a-15(f)  under teh
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 of
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 the President, Vice President and
Secretary,  evaluated the  effectiveness of the Company's  internal control over
financial  reporting  as of December 31, 2007.  In making this  assessment,  our
management used the COSO framework,  an integrated  framework for the evaluation
of internal controls issued by the Committee of Sponsoring  Organizations of the
Treadway  Commission.  Based on this evaluation,  our management,  including the
President,  Vice  President and  Secretary,  concluded  that, as of December 31,
2007, our internal control over financial reporting was effective.

     This annual report does not include an attestation  report of the Company's
registered  public  accounting  firm regarding  internal  control over financial
reporting.  Management's  report was not subject to attestation by the company's
registered  public accounting firm pursuant to 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.  During the most
recent quarter ended December 31, 2007, there has been no change in our internal
control over  financial  reporting  (as defined in Rule  13a-15(f) and 15d-15(f)
under the Exchange Act) ) that has materially affected,  or is reasonably likely
to materially affect, our internal control over financial reporting.

                                       28
<PAGE>
                                    PART III

Item 9. Directors, Executive Officers, Promoters and Control  Persons;
Compliance with Section 16(a) of the Exchange Act.
-----------------------------------------------------------------------

        Identification of Directors and Executive Officers.
        ---------------------------------------------------

     The following table sets forth the name of the Company's  current directors
and executive  officers.  These persons will serve until the next annual meeting
of the  stockholders  or until their  successors  are elected or  appointed  and
qualified, or prior resignation or termination.  Their Date of Date of Positions
Election or Termination

Name                  Held              Designation     or Resignation
----                  ----              -----------   --------------
JAMES P. DOOLIN      DIRECTOR &         AUGUST 1999          *
                     PRESIDENT

SHANE E. THUESON     DIRECTOR &         NOVEMBER 2001        *
                     VICE PRESIDENT

JOHN K. WINCHESTER   DIRECTOR &         JULY 2004            *

          * These persons presently serves in the capacities indicated.

     Business Experience.
     --------------------

     James P. Doolin,  President and a director,  is 31 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 Hangman Productions, Inc., the
parent of 4th Grade Films. Hangman Productions,  Inc., is a reporting entity and
its common stock is quoted on the OTC Bulletin  Board under the symbol HGMP. 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 31 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 32  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.

     Family Relationships.
     ---------------------

     None, not applicable;

                                       29
<PAGE>
     Involvement in Certain Legal Proceedings.
     -----------------------------------------

     During  the past five  years,  no  present  or former  director,  executive
officer or person nominated to become a director or an executive  officer of the
Company:

     (1) was a general  partner or  executive  officer of any  business  against
which any bankruptcy petition was filed, either at the time of the bankruptcy or
two years prior to that time;

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

     (3)  was  subject  to any  order,  judgment  or  decree,  not  subsequently
reversed,  suspended  or  vacated,  of  any  court  of  competent  jurisdiction,
permanently or temporarily enjoining,  barring, suspending or otherwise limiting
his involvement in any type of business, securities or banking activities; or

     (4) was found by a court of competent jurisdiction (in a civil action), the
Commission  or the  Commodity  Futures  Trading  Commission  to have  violated a
federal or state  securities or  commodities  law, and the judgment has not been
reversed, suspended or vacated.

     Compliance with Section 16(a) of the Exchange Act.
     --------------------------------------------------

     Each  of the  Company's  directors  have  filed  a  Form  3,  Statement  of
Beneficial  Ownership,  with the Securities and Exchange Commission;  there have
been no changes in their  beneficial  ownership of shares of common stock of the
Company since the filing of their Form 3.

Item 10. Executive 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.     12-31-05 $12,000  0     0      0        0     0     0
Doolin,      12-31-06 $0       0     0      0        0     0
Director,    12-31-07 $0       0     0      0        0     0     0
President

Shane E.     12-31-05 $6,000   0     0      0        0     0     0
Thueson,     12-31-06 $0       0     0      0        0     0     0
Director,    12-31-07 $0       0     0      0        0     0     0
Vice
President

John K.      12-31-05 $1,200   0     0      0        0     0     0
Winchester   12-31-06 $0       0     0      0        0     0     0
Director,    12-31-07 $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, 2007. 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.

     Stock Option Plans.
     -------------------

     No cash  compensation,  deferred  compensation or long-term  incentive plan
awards were issued or granted to the Company's  management during the year ended
December 31, 2007. The Company has not entered into any compensation arrangement
with any of the Company's employees as of the date of this Report.  However, any
of the Company's  current and/or future  employees'  compensation will not under
any  circumstances  exceed  the  amount  paid  to  other  persons  with  similar
experience  and  expertise  performing  similar  services in the web site design
industry.  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.

                                       30
<PAGE>
     Compensation of Directors.
     --------------------------

     There  are  no  standard  arrangements  pursuant  to  which  the  Company's
directors are compensated for any services provided as a director. No additional
amounts are payable to the Company's  directors for committee  participation  or
special  assignments.  However,  4th Grade Film's  directors are paid $1,000 per
year for their services. Executive compensation is paid semi-annually,  payments
are made October 1, and March 1, of each year.

     Employment Contracts and Termination of Employment
     and Change-in-Control Arrangements.
     -----------------------------------

     There are no  employment  contracts,  compensatory  plans or  arrangements,
including payments to be received from the Company, with respect to any director
or executive officer of the Company which would in any way result in payments to
any such person because of his resignation,  retirement or other  termination of
employment with the Company,  any change in control of the Company,  or a change
in the person's responsibilities following a change in control of the Company.

Item 11. Security Ownership of Certain Beneficial Owners and Management.
         ---------------------------------------------------------------

     Security Ownership of Certain Beneficial Owners.
     ------------------------------------------------

     The following  table sets forth the share holdings of those persons who own
more than five percent of the Company's common stock as of the date hereof:

                           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%
4904 Royal Lake Ave.
Las Vegas, NV 89131

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

                                       31
<PAGE>
     Security Ownership of Management.
     ---------------------------------

     The  following  table  sets  forth  the  share  holdings  of the  Company's
directors and executive officers as of the date hereof:

Name                            Beneficially Owned           of Class
----------------                ------------------           --------
James P. Doolin*                    551,250                       37%
4904 Royal Lake Ave.
Las Vegas, NV 89131

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           51,250                       54%


     Changes in Control.
     -------------------

     There are no present  arrangements  or pledges of the Company's  securities
which may result in a change in control of the Company.

Item 12. Certain Relationships and Related Transactions.
         -----------------------------------------------

     Transactions with Management and Others.
     ----------------------------------------

     For a description  of  transactions  between  members of  management,  five
percent  stockholders,  "affiliates",  promoters  and  finders,  see the caption
"Sales of 'Unregistered' and 'Restricted'  Securities Over the Past Three Years"
of Item I.


Item 13. Exhibits.
         ----------

     Exhibits.
     ---------

     None; not applicable

     Additional Exhibits Incorporated by Reference.
     ----------------------------------------------

     Exhibit No.               Description of Exhibit Incorporated by Reference
     -----------               ------------------------------------------------
     3.1                       4TH Grade Films, Inc. (subsidiary) Registration
                .              Statement on Form 10-SB/A, dated October 29, 2007



Item 14. Audit Fees
         ----------

     The following  table  summarizes the fees paid by the Company for audit and
other  Related  fees.  The  Board of  Directors  pre-approves  all audit and tax
services on an annual basis.

                     2007              2006
                    -------           -------
Audit               $15,779            $10,289
Audit Related       $     0            $     0
Tax Fees            $   412            $   720

                                       32
<PAGE>

                              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:03/12/08                          /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:03/12/08                          /S/JAMES DOOLIN
                                       James Doolin
                                       President and Director


Date:03/12/08                          /S/Shane Thueson
                                       Shane Thueson
                                       Vice President and Director


                                       33
<PAGE>

                           CERTIFICATION PURSUANT TO
                 SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, James Doolin, Chief Executive Officer of Hangman  Productions,  Inc., certify
that:

1. I have  reviewed  this Annual  Report on Form 10-KSB of Hangman  Productions,
Inc.;

2.  Based on my  knowledge,  this  Annual  Report  does not  contain  any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made,  not  misleading  with  respect to the period  covered by this Annual
Report;

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included  in this Annual  Report,  fairly  present in all  material
respects the financial  condition,  results of operations  and cash flows of the
Registrant as of, and for, the periods presented in this Annual Report;

4.  The  Registrant's  other  certifying  officer  and  I  are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the Registrant and we have:

a) designed  such  disclosure  controls and  procedures  to ensure that material
information relating to the Registrant, including its consolidated subsidiaries,
is made known to us by others  within those  entities,  particularly  during the
period in which this Quarterly Report is being prepared;

b) evaluated  the  effectiveness  of the  Registrant's  disclosure  controls and
procedures  as of a date  within  90  days  prior  to the  filing  date  of this
Annual Report (the "Evaluation Date"); and

c) presented in this Annual Report our conclusions  about the  effectiveness  of
the  disclosure  controls  and  procedures  based  on our  evaluation  as of the
Evaluation Date;

5. The Registrant's other certifying officer and I have disclosed,  based on our
most recent evaluation,  to the Registrant's auditors and the audit committee of
Registrant's board of directors (or persons performing the equivalent function);

a) all significant  deficiencies in the design or operation of internal controls
which  could  adversely  affect the  Registrant's  ability  to record,  process,
summarize and report  financial data and have  identified  for the  Registrant's
auditors any material weaknesses in internal controls; and

b) any  fraud,  whether  or not  material,  that  involves  management  or other
employees who have a significant role in the Registrant's internal controls; and

6. The Registrant's other certifying officer and I have indicated in this Annual
Report whether or not there were significant  changes in internal controls or in
other factors that could  significantly  affect internal controls  subsequent to
the date of our most recent  evaluation,  including any corrective  actions with
regard to significant deficiencies and material weaknesses.



Dated:03/12/08                                 /S/ JAMES DOOLIN
                                               ---------------------------
                                               James Doolin
                                               Chief Executive Officer


                                       34
<PAGE>
                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                       AS ADOPTED PURSUANT TO SECTION 906
                       OF THE SARBARNES OXLEY ACT OF 2002


     In  connection  with the Annual  Report of Hangman  Productions,  Inc.,(the
"Registrant")  on Form 10-KSB for the year ending  December 31,  2007,  as filed
with the  Securities  and Exchange  Commission  on the date  hereof(the  "Annual
Report"),  I, James Doolin, Chief Executive Officer, and Chief Financial Officer
of the  Registrant,  certify,  pursuant to 18 U.S.C.  Section  1350,  as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Annual Report fully complies with the requirements of section
    13(a) or 15(d) of the Securities Exchange Act of 1934, and

(2) The information contained in the Annual Report fairly represents, in all
    material respects, the financial condition and result of operations of
    the Registrant.


Dated:03/12/08                                 /S/  JAMES DOOLIN
                                               ---------------------
                                               James Doolin
                                               Chief Executive Officer
                                               Chief Financial Officer

                                       35