SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

AUCHINLECK RICHARD H

(Last)

(First)

(Middle)

C/O RED MILE ENTERTAINMENT INC

4000 BRIDGEWAY, SUITE 101

(Street)

SAUSALITO

94965

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Red Mile Entertainment Inc [ RDML.OB ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
07/18/2007

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/04/2006		P		26,667	A	$3	26,667	D
Common Stock	07/18/2007		P⁽¹⁾		40,000	A	$2.5	66,667	D
Common Stock	07/18/2007		P⁽²⁾		40,000	A	$2.5	106,667	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Warrants	$4.5	03/27/2006		P		26,667		03/27/2006	05/01/2008	Common Stock	26,667	$0	26,667	D
Warrants	$2.75	07/18/2007		P⁽³⁾		20,000		07/18/2007	07/17/2009	Common Stock	20,000	$0	20,000	D
Warrants	$0.00	07/18/2007		P⁽⁴⁾		8,000		⁽⁴⁾	⁽⁴⁾	Common Stock	8,000	$0	8,000	D
Convertible Debenture	$5.25	10/19/2006		C			100	⁽⁵⁾	10/18/2008	Common Stock	19,048	$100,000	0	D
Convertible Note	$2.5	06/26/2007		C			1	⁽⁵⁾	06/25/2008	Common Stock	40,000	$100,000	0	D

Explanation of Responses:

1. These shares were received upon the conversion of a $100,000 convertible debenture into shares of the Issuer at $2.50 per share.

2. These shares were received as part of units received upon the conversion of a $100,000 convertible note into units of the Issuer at $2.50 per unit.

3. These warrants were received in addition to the units received upon the conversion of the $100,000 convertible note.

4. These warrants were received as part of the units received upon conversion of the $100,000 convertible note. The warrants are exercisable for no additional consideration if the Issuer does not complete by March 18, 2008 a liquidity transaction, as defined in the June 22, 2007 agency agreement between the Issuer and J.F. Mackie & Company Ltd. These warrants will automatically be cancelled if the Issuer completes such a liquidity transaction by March 18, 2008.

5. These convertible instruments were converted upon the sale of units by the Issuer.

	/s/ Richard H. Auchinleck	07/27/2007
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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