10-K 1 form10k043009.txt Commission File No. 000-52861 U.S. SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 10-K /X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended: April 30, 2009 / / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period From __ to __ BELLTOWER ENTERTAINMENT CORP. _________________________________________________________________ (Exact Name of Small Business Issuer as Specified in its Charter) NEVADA 47-0926554 _______________________________ ___________________ (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 11684 Ventura Boulevard, Suite 685 Studio City, CA 91604 ________________________________________ __________ (Address of principal executive offices) (Zip code) Issuer's telephone number: (877) 355-1388 Securities to be registered pursuant to Section 12(b) of the Act: None Securities to be registered pursuant to Section 12(g) of the Act: $.001 Common Stock __________________ (Title of Class) Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [ ] No [X] Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes [ ] No [X] Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ] Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (ss. 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes No Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ] Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one): ________________________________________________________________________________ Non-accelerated filer Smaller Large accelerated (Do not check if a smaller reporting filer Accelerated filer reporting company) company [ ] [ ] [ ] [X] ________________________________________________________________________________ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Securities Exchange Act of 1934). Yes [X] No [ ] The aggregate market value of the Registrant's Common Stock held by non-affiliates of the Registrant (without admitting that any person whose shares are not included in such calculation is an affiliate) computed by reference to the price at which the common stock was last sold as of the last business day of the Registrant's most recently completed second fiscal quarter was $6,056,606. As of April 30, 2009, the Registrant had 37,231,424 shares of Common Stock, $0.001 par value, issued and outstanding. As of the date hereof, the Registrant had 37,981,424 shares of Common Stock, $0.001 par value, issued and outstanding. DOCUMENTS INCORPORATED BY REFERENCE None 2. TABLE OF CONTENTS PAGE PART I Item 1. Business 4 Item 1A. Risk Factors 4 Item 1B. Unresolved Staff Comments 9 Item 2. Properties 9 Item 3. Legal Proceedings 10 Item 4. Submission of Matters to a Vote of Security Holders 10 PART II Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 11 Item 6. Selected Financial Data 13 Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations 13 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 15 Item 8. Financial Statements and Supplementary Data 16 Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure 18 Item 9A. Controls and Procedures 18 Item 9B. Other Information 19 PART III Item 10. Directors, Executive Officers and Corporate Governance 19 Item 11. Executive Compensation 21 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 21 Item 13. Certain Relationships and Related Transactions, and Director Independence 22 Item 14. Principal Accountant Fees and Services 23 PART IV Item 15. Exhibits and Financial Statement Schedules 24 Signatures 25 3. PART I ITEM 1. BUSINESS. Belltower Entertainment Corp, formerly Britton International Inc. (sometimes the "Company") is a Nevada corporation incorporated on August 1, 2003. On September 5, 2008, we acquired all of the outstanding shares of capital stock of CaliCo Entertainment Group, Inc. ("CaliCo) from the shareholders of CaliCo and the Company (directly or through Calico) is currently engaged in the production, as an independent filmmaker, and in distribution of feature length and shorter length movies. The Company believes that the entertainment industry is experiencing major market expansion along with major structural and technological change. Although the industry is dominated by the major studios, the Company believes that there is still opportunity for independent filmmakers in the domestic and foreign markets. We currently own a 20% revenue interest in an original literary composition and completed film project called "Stuck" that we acquired from Prodigy Pictures Inc. in 2007; said revenue interest is subject to the repayment of prior financing on the film from the net proceeds from distribution. Our interest and participation in the investment is passive and we will be relying upon Prodigy Pictures Inc. to monitor the investment. Prodigy Pictures Inc. currently owns a 40% revenue interest in the film and owns approximately 2% of our issued and outstanding common stock. In addition, we are in the process of developing a production slate of future projects. We are developing a film project currently known as "Dance the Green," a story of a legendary golfer named Moe Norman. Further, we are developing a film project currently known as "A Kid for Christmas," a family comedy. Further, we are currently negotiating for other potential feature film projects. We anticipate that any selection of a film project and our participation in the venture may be complex and extremely risky. Further, there can be no assurance that any of our production slate will be completed or if completed, successful. Due to current general economic condition and the shortages of available capital, there is no assurance that we will be able to identify and evaluate other suitable film projects. We intend to use outside financing wherever it is possible for our film projects. This ability will allow the Company to attract higher quality independent projects. Typically a single purpose entity specific to the film project is established to produce and finance the film. We have formed Y2K Productions, Inc. and 3A Productions Corp, to serve as these entities. This entity, with the Company or CaliCo, then contracts with the financing parties and the owners of the film project. We will be competing, however, with other established and well-financed entities. Our competitive advantage is that we will be able to provide the targeted independent project with less production restrictions and a larger ownership in the completed project. We further have had preliminary negotiations, at a favorable cost, with established production facilities in Canada and China. There is no assurance that these negotiations will result in enhancing or increasing our competitive advantage, if any, or result in us utilizing the production facility or completing a film project. ITEM 1A. RISK FACTORS. 1. The film industry is highly competitive and we will be competing with companies with much greater resources than we have. The business in which we engage is significantly competitive. Each of our primary business operations is subject to competition from companies which, in some instances, have greater production, distribution and capital resources than us. We compete for relationships with a limited supply of facilities and talented creative personnel to produce our films. We will compete with major motion picture studios, such as Warner Brothers and The Walt Disney Company, for the services of writers, actors and other creative personnel and specialized production facilities. We also anticipate that we will compete with a large number of United States-based and international distributors of independent films, including divisions of The Walt Disney Company/Pixar, Warner Brothers, Universal, Paramount/Dreamworks, Fox and Sony/MGM in the production of films expected to appeal to international audiences. More generally, we anticipate we will compete with various other leisure-time activities, such as home videos, movie theaters, personal computers and other alternative sources of entertainment. The production and distribution of theatrical productions, television animation, videocassettes and video disks are significantly competitive businesses, as they compete with each other, in addition to other forms of entertainment and leisure activities, including video games and on-line services, such as the Internet. There is also active competition among all production companies in these industries for services of producers, directors, actors and others and for the acquisition of literary properties. The increased number of theatrical films released in the United States has resulted in increased competition for theater space and audience attention. Revenues for film entertainment products depend in part on general economic conditions, but the competitive situation of a producer of films is still greatly affected by the quality of, and public response to, the entertainment product that the producer makes available to the marketplace. There is strong competition throughout the home video industry, both from home video subsidiaries of several major motion picture studios and from independent companies, as well as from new film viewing opportunities such as pay-per-view. We also anticipate competing with several major film studios such as Paramount Communications/Dreamworks SGA, MCA/Universal, Sony Pictures Entertainment/ MGM/UA Inc, Twentieth Century Fox; Time Warner; and Disney/Pixar, which are dominant in the motion picture industry, in addition to numerous independent motion picture and television production companies, television networks and pay television systems, for the acquisition of literary properties, the services of performing artists, directors, producers, other creative and technical personnel, and production financing. 2. Audience acceptance of our films will determine our success, and the prediction of such acceptance is inherently risky. We believe that a production's theatrical success is dependent upon general public acceptance, marketing, advertising and the quality of the production. The Company's production will compete with numerous independent and foreign productions, in addition to productions produced and distributed by a number of major domestic companies, many of which are divisions of conglomerate corporations with assets and resources substantially greater than that of ours. Our management believes that in recent years there has been an increase in competition in virtually all facets of our business. The growth of pay-per-view television and the use of home video products may have an effect upon theater attendance and non-theatrical motion picture distribution. As we may distribute productions to all of these markets, it is not possible to determine how our business will be affected by the developments, and accordingly, the resultant impact on our financial statements. Moreover, audience acceptance can be affected by any number of things over which we cannot exercise control, such as a shift in leisure time activities or audience acceptance of a particular genre, topic or actor 3. The competition for booking screens may have an adverse effect to any theatrical revenues. In the distribution of motion pictures, there is very active competition to obtain bookings of pictures in theaters and television networks and stations throughout the world. A number of major motion picture companies have acquired motion picture theaters. Such acquisitions may have an adverse effect on our distribution endeavors and our ability to book certain theaters which, due to their prestige, size and quality of facilities, are deemed to be especially desirable for motion picture bookings. 4. Governmental restrictions may adversely affect our revenues. In addition, our ability to compete in certain foreign territories with either film or television product is affected by local restrictions and quotas. In certain countries, local governments require that a minimum percentage of locally produced productions be broadcast, thereby further reducing available time for exhibition of our productions. Additional or more restrictive theatrical or television quotas may be enacted and countries with existing quotas may more strictly enforce such quotas. Additional or more restrictive quotas or stringent enforcement of existing quotas could materially and adversely affect our business by limiting our ability to fully exploit our productions internationally. 5. We have limited financial resources and there are risks we may be unable to acquire financing when needed. To achieve and maintain competitiveness, we may be required to raise substantial funds. Our forecast for the period for which our financial resources will be adequate to support our operations involves risks and uncertainties and actual results could fail as a result of a number of factors. We anticipate that we may need to raise additional capital to develop, promote and distribute our films. Such additional capital may be raised through public or private financing as well as borrowings and other sources. Public or private offerings may dilute the ownership interests of our stockholders. Additional funding may not be available under favorable terms, if at all. If adequate funds are not available, we may be required to curtail Operations significantly or to obtain funds through entering into arrangements with collaborative partners or others that may require us to relinquish rights to certain products and services that we would not otherwise relinquish and thereby reduce revenues to the company. 6. We are at risk of internet competition which may develop and the effects of which we cannot predict. The Internet market is new, rapidly evolving and intensely competitive. We believe that the principal competitive factors in maintaining an Internet business are selection, convenience of download and other features, price, speed and accessibility, customer service, quality of image and site content, and reliability and speed of fulfillment. Many potential competitors have longer operating histories, more customers, greater brand recognition, and significantly greater financial, marketing and other resources. In addition, larger, well-established and well- financed entities may acquire, invest in, or form joint ventures as the Internet, and e-commerce in general, become more widely accepted. Although we believe that the diverse segments of the Internet market will provide opportunities for more than one supplier of productions similar to CaliCo's, it is possible that a single supplier may dominate one or more market segments. We also have significant competition from online websites in international markets, including competition from US-based competitors in addition to online companies that are already well established in those foreign markets. Many of our existing competitors, in addition to a number of potential new competitors, have significantly greater financial, technical and marketing resources than we do. 7. We are at risk of technological changes to which we may be unable to adapt as swiftly as our competition. We believe that our future success will be partially affected by continued growth in the use of the Internet. E-commerce and the distribution of goods and services over the Internet for film product are relatively new, and predicting the extent of further growth, if any, are difficult. The market for Internet products and services is characterized by rapid technological developments, evolving industry standards and customer demands and frequent new product introductions and enhancements. For example, to the extent that higher bandwidth Internet access becomes more widely available using cable modems or other technologies, we may be required to make significant changes to the design and content of our films and distribution process in order to compete effectively. Our failure to adapt to these or any other technological developments effectively could adversely affect our business, operating results, and financial condition. 8. We face risks of compliance with government regulation of the film industry. The following does not purport to be a summary of all present and proposed federal, state and local regulations and legislation relating to the production and distribution of film entertainment and related products; rather, the following attempts to identify those aspects that could affect our business. Also, other existing legislation and regulations, copyright licensing, and, in many jurisdictions, state and local franchise requirements, are currently the subject of a variety of judicial proceedings, legislative hearings and administrative and legislative proposals which could affect, in various manners, the methods in which the industries involved in film entertainment operate. Audiovisual works such as motion pictures and television programs are not included in the terms of the General Agreement on Tariffs and Trade. As a result, many countries, including members of the European Union, are able to enforce quotas that restrict the number of United States produced feature films which may be distributed in such countries. Although the quotas generally apply only to television programming and not to theatrical exhibitions of motion pictures, there can be no assurance that additional or more restrictive theatrical or television quotas will not be enacted or that existing quotas will not be more strictly enforced. Additional or more restrictive quotas or more stringent enforcement of existing quotas could materially or adversely limit our ability to exploit our productions completely. The Office of the United States Trade Representative (USTR) under the Executive Office of the President cites such restrictive trade practices in Korea, China, and the European Union as a whole with even more restrictive practices in France, Italy and Spain. Voluntary industry embargos or United States government trade sanctions to combat piracy, if enacted, could impact the amount of revenue that we realize from the international exploitation of our film productions. The Code and Ratings Administration of the Motion Picture Association of America assigns ratings indicating age group suitably for the theatrical distribution for motion pictures. United States television stations and networks, in addition to foreign governments, could impose additional restrictions on the content of motion pictures which may restrict, in whole or in part, theatrical or television exhibitions in particular territories. Congress and the Federal Trade Commission are considering, and in the future may adopt, new laws, regulations and policies regarding a wide variety of matters that may affect, directly or indirectly, the operation, ownership and profitably of our business. 9. The motion picture industry is at high risk for piracy which may effect our earnings. The motion picture industry, including us, may continue to lose an indeterminate amount of revenue as a result of motion picture piracy both in the country to unauthorized copying from our films at post production houses, copies of prints in circulation to theaters, unauthorized video taping at theaters and other illegal means of acquiring our copywritten material. The USTR has placed Argentina, Brazil, Egypt, Indonesia, Israel, Kuwait, Lebanon, Pakistan, the Philippines, Russia, The Ukraine and Venezuela on the 301 Special Watch List for excessive rates of piracy of motion pictures and optical disks. The USTR has placed Azerbaijan, Bahamas, Belarus, Belize, Bolivia, Bulgaria, Colombia, the Dominican Republic, Ecuador, Hungary, Italy, Korea, Latvia, Lithuania, Mexico, Peru, Romania, Taiwan, Tajikistan, Thailand, and Uzbekistan on the watch list for excessive piracy. ITEM 1B. UNRESOLVED STAFF COMMENTS. The Securities and Exchange Commission has made a limited review of our financial statements as contained in our Form 10-KSB for the fiscal year ended April 30, 2008, filed on August 13, 2008 and our Form 10-Q for the fiscal quarter ended July 31, 2008 filed on September 22, 2008. The financial statements, and other information contained in this Form 10-K has been prepared by the Company and its auditors after giving consideration to the comments, and it is contemplated that we will file amendments to each of the forms to respond to the comments. Until such time as the amendments have been filed and the Securities and Exchange Commission has completed the review of the amendments, the comments remain unresolved. ITEM 2. PROPERTIES. We were located at 401 Wilshire Boulevard, Suite 1065, Santa Monica, California 90401 under a sublease that expired on April 30, 2009 and now we utilize the executive office and mailing service at 11684 Ventura Boulevard, Suite 685, Studio City, California 91604. This space is located near the major production studios in Los Angeles County. The Company intends to maintain an office at the production studios during primary filming (usually furnished without cost) and it is anticipated that this arrangement will remain until such time as the Company completes the production of a film property. Until we complete production of a film property, we believe that this arrangement will meet our initial needs. Thereafter, we will need to obtain alternate space and that space is readily available in Studio City, California. ITEM 3. LEGAL PROCEEDINGS. There is no litigation pending or threatened by or against the Company. ITEM 4. SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS. There have been no matters submitted to the Company's security holders. PART II ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES. (a) Market Price. The Company's common stock is publicly traded in the over-the-counter market in the OTC Bulletin Board System under the ticker symbol BTOW. The following table sets forth the reported high and low prices of our common stock for each quarter during fiscal 2009. The prices have been adjusted to reflect our reverse split on a 1 for 2 basis on March 16, 2009. The prices reflect inter-dealer prices without mark-ups mark-downs, or commissions, and may not necessarily reflect actual transactions. Fiscal Year Ended April 30, 2009 _________________________________ Quarter High Low _________________________________ First $1.70 $1.50 Second $0.70 $0.70 Third $0.50 $0.50 Fourth $0.24 $0.24 _________________________________ The Securities and Exchange Commission adopted Rule 15g-9, which established the definition of a "penny stock," for purposes relevant to the Company, as any equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, the rules require: (i) that a broker or dealer approve a person's account for transactions in penny stocks; and (ii) the broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased. In order to approve a person's account for transactions in penny stocks, the broker or dealer must (i) obtain financial information and investment experience and objectives of the person; and (ii) make a reasonable determination that the transactions in penny stocks are suitable for that person and that person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks. The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prepared by the Commission relating to the penny stock market, which, in highlight form, (i) sets forth the basis on which the broker or dealer made the suitability determination; and (ii) that the broker or dealer received a signed, written agreement from the investor prior to the transaction. Disclosure also has to be made about the risks of investing in penny stock in both public offering and in secondary trading, and about commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks. (b) Holders. There are forty two (42) holders of the Company's Common Stock of record. Currently, all of our issued and outstanding shares of Common Stock held by non-affiliates are eligible for sale under Rule 144 promulgated under the Securities Act of 1933, as amended, subject to certain limitations included in said Rule. In general, under Rule 144, a person (or persons whose shares are aggregated), who has satisfied a six month holding period, under certain circumstances, has unlimited public resales under said Rule if the seller complies with said Rule. In summary, Rule 144 applies to affiliates (that is, control persons) and nonaffiliates when they resell restricted securities (those purchased from the issuer or an affiliate of the issuer in nonpublic transactions) issued by a shell company. Nonaffiliates reselling restricted securities, as well as affiliates selling restricted or nonrestricted securities, are not considered to be engaged in a distribution and, therefore, are not deemed to be underwriters as defined in Section 2(11) if the seller complies with said Rule. (c) Dividends. We have declared no stock or cash dividends and we do not intend to declare or pay any dividends in the future. (d) Application of California law. Section 2115 of the California General Corporation law provides that a corporation incorporated under the laws of a jurisdiction other than California, but which has more than one-half of its "outstanding voting securities" and which has a majority of its property, payroll and sales in California, based on the factors used in determining its income allocable to California on its franchise tax returns, may be required to provide cumulative voting until such time as the Company has its shares listed on certain national securities exchanges, or designated as a national market security on NASDAQ (subject to certain limitations). Accordingly, holders of our Common Stock may be entitled to one vote for each share of Common Stock held and may have cumulative voting rights in the election of directors. This means that holders are entitled to one vote for each share of Common Stock held, multiplied by the number of directors to be elected, and the holder may cast all such votes for a single director, or may distribute them among any number of all of the directors to be elected. (e) Purchases of Equity Securities. We (and affiliated purchasers) have made no purchases or repurchases of any securities of the Company or any other issuer. (f) Securities Authorized for Issuance under an Equity Compensation Plan. We have not authorized the issuance of any of our securities in connection with any form of equity compensation plan. (g) Recent Sale of Unregistered Securities As of April 30, 2009, we have had no recent sale of unregistered stock. Subsequent to the year end, we sold and issued an aggregate of 750,000 shares of common stock at $0.10 per share for accrued legal services and accounting services to two issuees. The cancellation of indebtedness was recognized as of April 30, 2009. The sale and issuance of the shares was exempt from registration under the Securities Act of 1933, as amended, by virtue of section 4(2) as a transaction not involving a public offering. Each of the two shareholders had acquired the shares for investment and not with a view to distribution to the public. All of these shares had been issued for investment purposes in a "private transaction" and were "restricted" shares as defined in Rule 144 under the Securities Act of 1933, as amended. ITEM 6. SELECTED FINANCIAL DATA. Not applicable to smaller reporting companies. ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION and RESULTS OF OPERATIONS. RESULTS OF OPERATIONS FOR THE YEAR ENDED APRIL 30, 2009 AND 2008. The following table presents the statements of operations for the year ended April 30, 2009 as compared to the comparable period of April 30, 2008. The discussion following the table is based on these results. 2009 2008 __________ _________ Revenue, net $ - $ - Cost of sales - - __________ _________ Gross profit $ - $ - General and administrative expenses 307,860 31,020 __________ _________ Loss from operations (307,860) (31,020) __________ _________ Other (Income) Expense Interest income (3) (10) Other (income) expense 22 - Interest expense 3,147 1,603 __________ _________ Total Other (Income) Expense 3,166 1,593 __________ _________ Income (loss) before income taxes $ (311,027) $ (32,613) Provision for income tax - - Net loss from discontinued operations - (20,492) __________ _________ Net income (loss) $ (311,027) $ (53,105) ========== ========= NET REVENUE Net revenue for the years ended April 30, 2009 and 2008 totaled $0. COST OF SALES Cost of sales for the years ended April 30, 2009 and 2008 totaled $0. OPERATING EXPENSE General and administrative expenses for the year ended April 30, 2009 totaled $307,860, compared to $31,020 for the year ended April 30, 2008, an increase of $276,840, or approximately 892%. The increase in general and administrative expenses is primarily due to salary and professional fees (legal, accounting and auditing) incurred of $186,670 in the current year end compared to $29,134 for the prior year end. In addition to the increases in salary and professional fees, during the year 2009 Belltower incurred another $40,940 in expenses related to rental of office space and $50,465 in travel and consulting expenses related to project development. Income (Loss) from Operations Income (loss) from operations for the year ended April 30, 2009 totaled $(307,860), compared to $(31,020), for the year ended April 30, 2008, an increase of $276,840, or approximately 892%. The increase in loss from operations was primarily due to the reasons stated above. NON-OPERATING EXPENSE Non-operating expenses for the year ended April 30, 2009 totaled $3,166, compared to $1,593 for the year ended April 30, 2008, an increase of $1,573, or approximately 99%. The increase in non-operating expenses is due to an increase in interest expense of $1,544 during the current year end. NET LOSS Net loss from operations for the year ended April 30, 2009 totaled $(311,027), compared to $(53,105), for the year ended April 30, 2008, an increase of $257,922, or approximately 486%. The decrease in net loss was primarily due to the reasons stated above. LIQUIDITY As of April 30, 2009, Belltower had total assets of $258,811 and total liabilities of $475,244 and we had a negative net worth of ($216,433). As of April 30, 2008, Belltower had total assets of $1,506 and total liabilities of $93,171 and a negative net worth of ($91,665). As of April 30, 2009 The Company had a cash balance of $9,724, as of April 30, 2008 The Company had a cash balance of $910. Belltower has had no revenues from May 1, 2008 through April 30, 2009. We have an accumulated deficit from inception through April 30, 2009 of $494,130. We had a related party advance of $62,195 as of April 30, 2008. As of April 30, 2009, the related party advance was $325,042, consisting of $63,195 loaned at 5% annual interest rate and $261,847 interest free. ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK. Not applicable to smaller reporting companies. ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA. BELLTOWER ENTERTAINMENT CORP. (Formerly Britton International, Inc.) (A Development Stage Enterprise) AUDITED FINANCIAL REPORTS APRIL 30, 2009 APRIL 30, 2008 BELLTOWER ENTERTAINMENT CORP. (Formerly Britton International, Inc.) (A Development Stage Enterprise) CONTENTS ______________________________________________________________________________ FINANCIAL STATEMENTS Reports of Independent Registered Public Accounting Firms F-1-2 Balance Sheets F-3 Statements of Operations F-4 Statement of Stockholders' Deficit F-5 Statements of Cash Flows F-6 Notes to Financial Statements F-7-15 ______________________________________________________________________________ BRITTON INTERNATIONAL INC. REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Board of Directors Britton International Inc. We have audited the accompanying balance sheet of Belltower Entertainment Corp. (formerly Britton International Inc.) (the Company) as of April 30, 2008 and the related statements of operations, stockholders' (deficit), and cash flows for the year ended April 30, 2008. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company 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 purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Britton International Inc. as of April 30, 2008 and the results of its operations, stockholders' (deficit), and its cash flows for the year ended April 30, 2008, in conformity with accounting principles generally accepted in the United States of America. The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As described in Note 3 the Company has accumulated operating losses since its inception and has limited business operations, which raise substantial doubt about the Company's ability to continue as a going concern. Management's plan in regard to this matter is also discussed in Note 3. The financial statements do not include any adjustments that might result from the outcome of these uncertainties. /s/ SCHUMACHER & ASSOCIATES, INC. _________________________________ Schumacher & Associates, Inc. Schumacher & Associates, Inc. Certified Public Accountants 2525 Fifteenth Street, Suite 3H Denver, Colorado 80211 July 31, 2008 F-1 ACSB ACQUAVELLA, CHIARELLI, SHUSTER, BERKOWER & CO., LLP ________________________________________________________________________________ 517 Route One 11 Broadway Iselin, New Jersey 08830 Suite 766 732.855.9600 New York, NY 10004 Fax: 732.855.9559 212.867.1319 www.acsbco.com REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Board of Directors and Stockholders of Belltower Entertainment Corp. We have audited the accompanying balance sheets of Belltower Entertainment Corp. as of April 30, 2009, and the related statement of operations, shareholders' equity and cash flows for the year ended April 30, 2009. Belltower Entertainment Corp.'s management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits 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 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 purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinions. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Belltower Entertainment Corp. as of April 30, 2009 and the results of its operations and its cash flows for the years ended April 30, 2009 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 3 to the financial statements, the Company has suffered recurring losses from operations which raises substantial doubt about its ability to continue as a going concern. Management's plans regarding those matters are also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Acquavella, Chiarelli, Shuster, Berkower & Co. LLP Certified Public Accountants New York, NY July 21, 2009 ________________________________________________________________________________ New York o New Jersey o Cayman Islands F-2

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F-6 BELLTOWER ENTERTAINMENT CORP. (FORMERLY BRITTON INTERNATIONAL, INC.) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS APRIL 30, 2009 NOTE 1 - NATURE OF OPERATIONS Belltower Entertainment Corp. ("Belltower", "We", or the "Company") was incorporated in the State of Nevada on August 1, 2003. We were established as an online retailer of jewelry, watches and jewelry related products. Our jewelry business was discontinued on October 2, 2007. On September 5, 2008, the Company acquired all of the issued and outstanding stock of Calico Entertainment Group, Inc. in exchange for 1,725,000 (reverse split adjusted) newly issued shares of Belltower. Upon completion of the transaction the shareholders of Calico owned approximately 5% of the issued and outstanding shares of Belltower. On April 28, 2008 a corporation was formed under the laws of the State of Nevada called Belltower Entertainment Corp. and on September 15, 2008, Britton International Inc. acquired one hundred shares of its common stock for cash. As such, Belltower Entertainment Corp. became a wholly-owned subsidiary of Britton. On September 24, 2008, Belltower was merged with and into Britton. As a result of the merger, the corporate name of Britton was changed to "Belltower Entertainment Corp." Our fiscal year end is April 30th. On September 15, 2008 a corporation was formed under the laws of the Sate of Nevada named 3A Productions Corp. and on September 15, 2008, Belltower Entertainment Corp. acquired one hundred shares of its common stock (100% of the issued and outstanding shares on that date). As such, 3A Productions Corp. became a wholly-owned subsidiary of Belltower Entertainment Corp. On September 19, 2008 a corporation was formed under the laws of the Sate of California named Y2K Productions, Inc. and on September 19, 2008, Belltower Entertainment Corp. acquired one hundred shares of its common stock (100% of the issued and outstanding shares on that date). As such, Y2K Productions Inc. became a wholly-owned subsidiary of Belltower Entertainment Corp. Belltower Entertainment Corp., through its wholly owned subsidiaries, Calico Entertainment Group, Y2K Productions, Inc. and 3A Productions Corp. is a producer and distributor of feature length motion pictures. NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES This summary of significant accounting policies is presented to assist in understanding Belltower Entertainment Corp.'s financial statements. The financial statements and notes are representations of the Company's management, F-7 who are responsible for their integrity and objectivity. These accounting policies conform to generally accepted accounting principles in the United States of America and have been consistently applied in the preparation of the financial statements. The financial statements reflect the following significant accounting policies: REVENUE RECOGNITION Revenues are recognized in accordance with AICPA Statement of Position (SOP) 00-2, "Accounting by Producers or Distributors of Films". Under SOP 00-2, revenue from the sale or licensing of a film should be recognized only when all five of the following conditions are met: 1. Persuasive evidence of a sale or licensing arrangement with a customer exists. 2. The film is complete and has been delivered or is available for immediate and unconditional delivery (in accordance with the terms of the arrangement). 3. The license period has begun and the customer can begin its exploitation, exhibition, or sale. 4. The fee is fixed or determinable. 5. Collection of the fee is reasonably assured. USE OF ESTIMATES The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America 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 period. Actual results could differ from those estimates. LOSS PER SHARE Loss per share is computed in accordance with SFAS No. 128, "Earnings per Share". Basic loss per share is calculated by dividing the net loss available to common stockholders by the weighted average number of common shares outstanding for the period. Diluted loss per share is computed by dividing net loss by the weighted average shares outstanding assuming all dilutive potential common shares were issued. There were no dilutive potential common shares at balance sheet date. The Company has incurred a net loss and has no potentially dilutive common shares, therefore; basic and diluted loss per share is the same. Additionally, for the purposes of calculating diluted loss per share, there were no adjustments to net loss. ESTIMATED FAIR VALUE OF FINANCIAL INSTRUMENTS The carrying value of accounts payable, and other financial instruments reflected in the financial statements approximates fair value due to the short-term maturity of the instruments. It is management's opinion that the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments. COMPREHENSIVE INCOME The Company has adopted Statement of Financial Accounting Standards (SFAS) No. 130, "Reporting Comprehensive Income". SFAS 130 requires that the components and total amounts of comprehensive income be displayed in the financial statements beginning in 1998. Comprehensive income includes net income and all changes in equity during a period that arises from non-owner sources, such as foreign F-8 currency items and unrealized gains and losses on certain investments in equity securities. Comprehensive loss for the periods shown equals the net loss for the period plus the effect of foreign currency translation. INCOME TAXES The Company follows the provisions of Statement of Financial Accounting Standards ("SFAS") No. 109, "Accounting for Income Taxes", which requires the Company to recognize deferred tax liabilities and assets for the expected future tax consequences of events that have been recognized in the Company's financial statements or tax returns using the liability method. Under this method, deferred tax liabilities and assets are determined based on the temporary differences between the financial statement carrying amounts and tax bases of assets and liabilities using enacted rates in effect in the years during which the differences are expected to reverse and upon the possible realization of net operating loss carry-forwards. VALUATION OF LONG-LIVED ASSETS The Company periodically analyzes its long-lived assets for potential impairment, assessing the appropriateness of lives and recoverability of un-depreciated balances through measurement of undiscounted operation cash flows on a basis consistent with accounting principles generally accepted in the United States of America. START-UP COSTS The Company has adopted Statement of Position No. 98-5 ("SOP 98-5"), "Reporting the Costs of Start-Up Activities." SOP 98-5 requires that all non-governmental entities expense the cost of start-up activities, including organizational costs as those costs are incurred. CURRENCY The majority of the Company's cash flows are in United States dollars. Accordingly, the US dollar is the Company's functional currency. CASH AND CASH EQUIVALENTS The Company considers cash and cash equivalents to consist of cash on hand and demand deposits in banks with an initial maturity of 90 days or less. PROPERTY, PLANT AND EQUIPMENT Property and equipment are stated at cost. Expenditures for maintenance and repairs are charged to earnings as incurred; additions, renewals and betterments are capitalized. When property and equipment are retired or otherwise disposed of, the related cost and accumulated depreciation are removed from the respective accounts, and any gain or loss is included in operations. Depreciation of property and equipment is provided using the straight-line method for substantially all assets with estimated lives of: Equipment 3 -5 years Furniture & Fixtures 5 -10 years Motor Vehicles 5 years F-9 As of April 30, 2009 and 2008 property, plant and equipment consisted of the following: April 30, 2009 April 30, 2008 ______________ ______________ Furniture and fixtures $ 1,405 $ - Office equipment 9,082 - Leashold improvements 6,415 - ________ ____ 16,902 - Accumulated depreciation (9,316) ________ ____ Total $ 7,586 $ - ======== ==== Depreciation expense for the year ended April 30, 2009 and 2008 was $9,316 and $0, respectively. INTANGIBLE ASSETS The Company has the following intangible assets as of April 30, 2009 and 2008: April 30, 2009 April 30, 2008 ______________ ______________ Goodwill $164,884 $ - Film revenue interest 20,000 - Logo design 10,000 - ________ ____ Total $194,884 $ - ======== ==== See Footnote 4 for further details. FILM COSTS Film costs include all direct costs incurred in the physical production of a film, such as the costs of story and scenario (film rights to books, stage plays, or original screenplays); compensation of cast, directors, producers, and extras; costs of set construction, operations, and wardrobe; costs of sound synchronization; costs of rental facilities on location; and postproduction costs (music, special effects, and editing). They can also include allocations of production overhead and capitalized interest costs. Film costs are capitalized until the production is completed. The costs are then amortized according to the individual-film-forecast method, as further described in Footnote 4. PRINCIPLES OF CONSOLIDATION The consolidated financial statements include the accounts of Belltower and its wholly owned subsidiaries Calico Entertainment Group, Inc., 3A Productions Corp. and Y2K Productions, Inc. All material intercompany accounts, transactions and profits have been eliminated in consolidation. F-10 RISKS AND UNCERTAINTIES The Company is subject to substantial business risks and uncertainties inherent in starting a new business. There is no assurance that the Company will be able to generate sufficient revenues or obtain sufficient funds necessary for launching a new business venture. RECLASSIFICATION Certain prior year accounts have been reclassified to conform to the current year's presentation. DEVELOPMENT STAGE ENTERPRISE The Company through its acquisition of Calico Entertainment Group, Inc., 3A Productions Corp. and Y2K Productions, Inc. is no longer considered a development stage company as it was during the year ended April 30, 2008. The Company is now engaged in the business of development and production of feature films. OTHER The Company paid no dividends during the periods presented. The Company consists of one reportable business segment. We did not have any off-balance sheet arrangements as of April 30, 2009. NOTE 3 - GOING CONCERN Generally accepted accounting principles in the United States of America contemplate the continuation of the Company as a going concern. However, the Company has accumulated operating losses since its inception and currently has limited business operations, which raises substantial doubt about the Company's ability to continue as a going concern. The continuation of the Company is dependent on further financial support of investors and management. Once the Company has established a new business unit, the Company intends to attempt to acquire additional operating capital through equity offerings to the public to fund its business plan but there is no assurance that equity or debt offerings will be successful in raising sufficient funds to assure the eventual profitability of the Company. NOTE 4 - RECENT ACCOUNTING PRONOUNCEMENTS In May 2008, FASB issued SFAS No. 162, THE HIERARCHY OF GENERAL ACCEPTED ACCOUNTING PRINCIPLES. This Statement identifies the sources of accounting principles and the framework for selecting the principles to be used in the preparation of financial statements of nongovernmental entities that are presented in conformity with generally accepted accounting principles (GAAP) in the United States (the GAAP hierarchy). The Company has adopted this Statement and this adoption did not impact the Company's financial position, results of operations, or cash flows. In May 2008, the Financial Accounting Standards Board ("FASB") issued FASB Staff Position ("FSP") APB 14-1, ACCOUNTING FOR CONVERTIBLE DEBT INSTRUMENTS THAT MAY BE SETTLED IN CASH UPON CONVERSION (INCLUDING PARTIAL CASH SETTLEMENT) . FSP APB 14-1 clarifies that convertible debt instruments that may be settled in cash upon either mandatory or optional conversion (including partial cash settlement) are not addressed by paragraph 12 of APB Opinion No. 14, ACCOUNTING FOR CONVERTIBLE DEBT AND DEBT ISSUED WITH STOCK PURCHASE WARRANTS . Additionally, FSP APB 14-1 specifies that issuers of such instruments should separately account for the liability and equity components in a manner that will reflect the entity's non-convertible debt borrowing rate when interest cost is recognized in subsequent periods. FSP APB 14-1 is effective for financial statements issued for fiscal years beginning after December 15, 2008, and interim periods within those fiscal years. The Company will adopt FSP APB 14-1 beginning July 1, 2009, and this standard must be applied on a retroactive basis. The Company is evaluating the impact the adoption of FSP APB 14-1 will have on its consolidated financial position and results of operations. F-11 In February 2007, FASB issued SFAS No. 159, THE FAIR VALUE OPTION FOR FINANCIAL ASSETS AND FINANCIAL LIABILITIES - INCLUDING AN AMENDMENT OF FASB STATEMENT NO. 115. This standard permits fair value measurement of certain financial assets and liabilities in an effort to eliminate volatility of earnings created by current practice. Most of the Statement applies only to companies that elect fair value. However, the amendment to FASB Statement No. 115, Accounting for Certain Investments in Debt and Equity Securities, applies to all entities with available-for-sale and trading securities. This statement is effective for the first fiscal period beginning after November 15, 2007. The Company has adopted this Statement and this adoption did not impact the Company's financial position, results of operations, or cash flows. Various additional accounting pronouncements have been issued during 2008 to 2009, none of which are expected to have any material effect on the financial statements of the Company. NOTE 5 - INTANGIBLE ASSETS The Company applies the criteria specified in SFAS No. 141, "Business Combinations" to determine whether an intangible asset should be recognized separately from goodwill. Intangible assets acquired through business acquisitions are recognized as assets separate from goodwill if they satisfy either the "contractual-legal" or "separability" criterion. Per SFAS 142, intangible assets with definite lives are amortized over their estimated useful life and reviewed for impairment in accordance with SFAS No. 144, "Accounting for the Impairment or Disposal of Long-lived Assets." Intangible assets, such as purchased technology, trademark, customer list, user base and non-compete agreements, arising from the acquisitions of subsidiaries and variable interest entities are recognized and measured at fair value upon acquisition. Intangible assets are amortized over their estimated useful lives from one to ten years. The Company reviews the amortization methods and estimated useful lives of intangible assets at least annually or when events or changes in circumstances indicate that it might be impaired. The recoverability of an intangible asset to be held and used is evaluated by comparing the carrying amount of the intangible asset to its future net undiscounted cash flows. If the intangible asset is considered to be impaired, the impairment loss is measured as the amount by which the carrying amount of the intangible asset exceeds the fair value of the intangible asset, calculated using a discounted future cash flow analysis. The Company uses estimates and judgments in its impairment tests, and if different estimates or judgments had been utilized, the timing or the amount of the impairment charges could be different. The cost for the film revenue interest rights are amortized using the individual-film-forecast method which takes the proportion that current year's revenues bear to management's estimates of the ultimate revenue at the beginning of the year expected to be recognized from exploitation, exhibition or sale of such film over a period not to exceed ten years from the date of initial release. The Company's management regularly reviews and revises when necessary its ultimate revenue estimates, which may result in a change in the rate of amortization of the film cost and/or write-down of all or a portion of the unamortized costs of the film rights to estimated fair value. The Company's management estimates the ultimate revenue based on experience with similar titles or title genre, the general public appeal of the cast, actual performance (when available) at the box office or in markets currently being exploited, and other factors such as the quality and acceptance of motion pictures or programs that competitors release into the marketplace at or near the same time, critical reviews, general economic conditions and other tangible and intangible factors, many of which we do not control and which may change. In the normal course of our business, some films and titles are more successful than anticipated and some are less successful. F-12 Accordingly, we update our estimates of ultimate revenue based upon the actual results achieved or new information as to anticipated revenue performance such as (for home video revenues) initial orders and demand from retail stores when it becomes available. An increase in the ultimate revenue will generally result in a lower amortization rate while a decrease in the ultimate revenue will generally result in a higher amortization rate and periodically results in an impairment requiring a write down of the film cost to the title's fair value. These write downs are included in amortization expense within direct operating expenses in our consolidated statements of operations. To date no revenue has been received on this film revenue right. As of April 30, 2009 intangible assets consist of the following: Goodwill $164,884 Film revenue interest 20,000 Logo 10,000 ________ 194,884 Accumulated amortization - ________ $194,884 ======== Amortization expense was $0 for the year ended April 30, 2009. NOTE 6 - INCOME TAXES The Company is subject to federal income taxes in the US. The Company has had no net income from its US operations and therefore has not paid nor has any income taxes owing in the US. Deferred income taxes arise from temporary timing differences in the recognition of income and expenses for financial reporting and tax purposes. The Company's deferred tax assets consist entirely of the benefit from net operating loss carry-forwards. The Company's deferred tax assets are offset by a valuation allowance due to the uncertainty of the realization of the net operating loss carry-forwards. Net operating loss carry-forwards may be further limited by a change in company ownership and other provisions of the tax laws. The Company's deferred tax assets, valuation allowance, and change in valuation allowance are as follows ("NOL" denotes Net Operating Loss): F-13 Estimated Estimated Year NOL Tax Ending Carry - NOL Benefit Valuation Net Tax April 30, forward Expires From NOL Allowance Benefit ______________________________________________________________________________ 2004 $ (4,737) 2024 $ 711 $ (711) $ - 2005 (8,925) 2025 1,339 (1,339) - 2006 (44,040) 2026 6,606 (6,606) - 2007 (72,633) 2027 10,895 (10,895) - 2008 (53,105) 2028 7,966 (7,966) - 2009 (311,027) 2029 104,550 (104,550) - _________ _________ _________ _______ $(494,467) $ 132,067 $(132,067) $ - ========= ========= ========= ======= The total combined valuation allowance for the year as of April 30, 2009 and 2008 is $(132,067) and $(27,517), respectively. NOTE 7 - COMMON STOCK ISSUED On July 20, 2007, the Company issued 40,000 (reverse split adjusted) shares of its common stock in a private offering at $0.25 per share for aggregate proceeds of $20,000. On October 1, 2007, the Board of Directors authorized the cancellation of 2,550,000 (reverse split adjusted) shares of its common stock which were submitted for cancellation by its CEO as to 2,275,000 (reverse split adjusted) shares and a related party as to 275,000 shares (reverse split adjusted). This cancellation resulted in the revaluation of share capital as follows: (i) Common Stock was revalued from $746 to $236, based on par value of $0.0001 times 5,100,000 common shares; and (ii) Paid In Capital was adjusted from $90,691 to $91,201. On October 2, 2007, the Board of Directors authorized a 30 for 1 forward stock split which became effective November 15, 2007. All references to stock issued and stock outstanding have been retroactively adjusted as if the stock split and stock dividend had taken place at the earliest date shown. On May 28, 2008 the Company issued 103,039 shares (reverse split adjusted) of its common stock in a private offering at $0.10 per share for aggregate proceeds of $20,658. On September 5, 2008 Belltower acquired 100% of the issued and outstanding shares of Calico Entertainment Group, Inc. (Calico) in exchange for 1,725,000 shares (reverse split adjusted) of Britton common stock. The purchase of Calico was recorded at $0.06 per share, the fair market value of the stock on the date that the transaction with Calico was announced, less a 20% discount due to restrictions placed on the issued stock. The value of the purchase was recorded at $165,600. On March 16, 2009 a 1 for 2 reverse stock split became effective. Our authorized shares were reduced from 100,000,000 to 50,000,000 accordingly with par value remaining at $0.0001 per share. NOTE 8 - RELATED PARTY TRANSACTIONS At April 30, 2009, the Company had a related party shareholder loan outstanding of $63,195. This loan is uncollateralized, accrues interest at 5% per annum and has no fixed repayment date. As of April 30, 2009 there was $6,857 of accrued interest. F-14 As of April 30, 2009, the company also has a non interest bearing related party shareholder loan outstanding of $261,847 owed to a director and officer of the Company. NOTE 9 - COMMITMENTS The Company leased office facilities under an operating lease which terminated on April 30, 2009. The lease contained an option to continue on a month-to-month basis after April 30, 2009, subject to either party's right to give each other not less than sixty (60) days written notice of intention to terminate, which notice was given and was effective on April 30, 2009. Rental expense for this lease consisted of $28,800 for the year ended April 30, 2009. The Company has no future minimum lease obligations as follows: NOTE 10 - DISCONTINUED OPERATIONS Due to general economic conditions and other factors, the Company initiatives to create an online retail jewelry business were unsuccessful and on October 2, 2007 the operating assets of the Company were sold and its jewelry business was discontinued. The components of discontinued operations are:

NOTE 11 - SUBSEQUENT EVENTS On May 27, 2009 the Board of Directors approved the payment of accrued legal services with the issuance of 500,000 shares of our common stock. The stock was valued at $0.10 per share. The $50,000 expense was recognized as of April 30, 2009. On June 23, 2009 the Board of Directors approved the payment of accrued financial consulting services with the issuance of 250,000 shares of our common stock. The stock was valued at $0.10 per share. The $25,000 expense was recognized as of April 30, 2009. F-15 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE. We have had no changes in or disagreements with our accountants on accounting and financial disclosures. ITEM 9A. CONTROLS AND PROCEDURES. Internal control over financial reporting refers to the process designed by, or under the supervision of, our Chief Executive Officer and Chief Financial Officer, and effected by our Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, and includes those policies and procedures that: o Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets; o Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorization of our management and directors; and o Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisitions, use or disposition of our assets that could have a material effect on the financial statements. Internal control over financial reporting cannot provide absolute assurance of achieving financial reporting objectives because of its inherent limitations. It is a process that involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failures. It also can be circumvented by collusion or improper management override. Because of such limitations, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process certain safeguards to reduce, though not eliminate, this risk. Management is responsible for establishing and maintaining adequate internal control over our financial reporting. To avoid segregation of duty due to management accounting size, management had engaged an outside CPA to assist in the financial reporting. Management has used the framework set forth in the report entitled Internal Control - Integrated Framework published by the Committee of Sponsoring Organizations of the Treadway Commission, known as COSO, to evaluate the effectiveness of our internal control over financial reporting. Based upon this assessment, management has concluded that our internal control over financial reporting was effective as of and for the year ended December 31, 2008. We conclude that our internal control over financial reporting was effective to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. 18. Changes in Internal Controls There have been no changes in our internal controls over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. The Company is not an "accelerated filer" for the 2008 fiscal year because it is qualified as a "small business issuer". Hence, under current law, the internal controls certification and attestation requirements of Section 404 of the Sarbanes-Oxley act will not apply to the Company. This Annual report on Form 10-K does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit us to provide only management's report in this Annual Report on Form 10-K. ITEM 9B. OTHER INFORMATION. Other than the Form 8-Ks filed during the fourth quarter, we have no other information that we would have been required to disclose in a report on Form 8-K during a fourth quarter of the year covered by this Form 10-K. PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE. The members of our Board of Directors serve until the next annual meeting of the stockholders, or until their successors have been elected. The officers serve at the pleasure of the Board of Directors. Information as to the directors and executive officers of the Company is as follows: Name Ages Position Jacek Oscilowicz 36 Director 725 Kendall Lane Boulder City, NV 88005 Donald K. Bell 44 President and Director 401 Wilshire Blvd (Principal Executive) and Suite 1065 Chief Financial Officer Santa Monica, CA 90401 JACEK OSCILOWICZ - Jacek Oscilowicz formed, in August 2003, Britton and was appointed to the Board of Directors in August 2003 to serve for a term of one year. He has been re-appointed for additional one-year terms and was the sole director of Britton until the closing date. Mr. Oscilowicz was also appointed to the positions of President, Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer, Secretary and Treasurer on August 7, 2003 and continued to hold those positions until the Closing Date. Mr. Oscilowicz was a member of Triamca, LLP, an American firm which specialized in the manufacture of building construction materials. Mr. Oscilowicz was, from 1999 to the present, the managing partner of Ravnhouse LLP, a holding company formed in 1999 to develop production of specialized designer stucco used in upscale home building projects. Beginning in August 2004, Mr. Oscilowicz also became a member of B.O.S.S. Technologies, LLC, a Nevada based private company, with interest in precious metal processing. DONALD K. BELL - Donald K. Bell formed, in June 2007, CaliCo and was the organizer and initial officer and director of and currently serves as its President and Chief Executive Officer and Financial and Accounting Officer. From February 2002 through October 2004, Mr. Bell was the President of Discovery Investments, Inc., now known as China Evergreen Environmental Corp, a company that specializes in waste water management in the Peoples Republic of China. Mr. Bell also served as the President of Auteo Media, Inc. from September 2002 until December 2003 and from September 2002 to June 2004, he was the Company's Secretary and Chief Financial Officer. The Company was engaged in the internet auto dealer consumer marketing business. Mr. Bell also holds various oil and gas leases and mining and exploration interests in closely held business entities. Our officers and directors may be deemed parents and promoters of the Company as those terms are defined by the Securities Act of 1933, as amended. All directors hold office until the next annual stockholders' meeting or until their death, resignation, retirement, removal, disqualification, or until their successors have been elected and qualified. Our officers serve at the will of the Board of Directors. There are no agreements or understandings for any officer or director of the Company to resign at the request of another person and none of the officers or directors is acting on behalf of or will act at the direction of any other person. We have checked the box provided on the cover page of this Form to indicate that there is no disclosure in this form of reporting person delinquencies in response to Item 405 of Regulation S-K. Board Meetings. Our board held eight (8) meetings during the period covered by this annual report. Audit Committee. Our board of directors has not established an audit committee. In addition, we do not have any other compensation or executive or similar committees. We will not, in all likelihood, establish an audit committee until such time as the Company generates a positive cash flow of which there can be no assurance. We recognize that an audit committee, when established, will play a critical role in our financial reporting system by overseeing and monitoring management's and the independent auditors' participation in the financial reporting process. At such time as we establish an audit committee, its additional disclosures with our auditors and management may promote investor confidence in the integrity of the financial reporting process. Until such time as an audit committee has been established, the full board of directors will undertake those tasks normally associated with an audit committee to include, but not by way of limitation, the (i) review and discussion of the audited financial statements with management, and (ii) discussions with the independent auditors the matters required to be discussed by the Statement On Auditing Standards No. 61 and No. 90, as may be modified or supplemented. Code of Ethics. We have adopted a code of ethics that applies to our principal executive officer, principal financial officer, principal accounting officer and persons performing similar functions. The code of ethics will be posted on the investor relations section of the Company's website. At such time as we have posted the code of ethics on our website, we intend to satisfy the disclosure requirements under Item 10 of Form 8-K regarding an amendment to, or waiver from, a provision of the code of ethics by posting such information on the website. ITEM 11. EXECUTIVE COMPENSATION. None of the our officers and/or directors receive any compensation for their respective services rendered to the Company, nor have they received such compensation in the past. They all have agreed to act without compensation until authorized by the Board of Directors, which is not expected to occur until we have generated revenues from operations. As of the date of this report, we have no funds available to pay directors. Further, none of the directors are accruing any compensation pursuant to any agreement with us. We have not adopted any retirement, pension, profit sharing, stock option or insurance programs or other similar programs for the benefit of our directors, officers and/or employees. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS. (a) Security Ownership of Certain Beneficial Owners. The following table sets forth the security and beneficial ownership for each class of equity securities of the Company for any person who is known to be the beneficial owner of more than five percent of the Company. Name and Address of Amount and Beneficial Nature of Percent Title of Class Owner Ownership (*) of Class ______________________________________________________________________ Common Jacek Oscilowicz 6,750,000 17% 725 Kendall Lane Boulder City, NV 88005 Common Donald K. Bell 7,002,500 18% 11684 Ventura Boulevard Suite 685 Studio City, CA 91604 (*) Record and Beneficial Ownership (b) Security Ownership of Management. The following table sets forth the ownership for each class of equity securities of the Company owned beneficially and of record by all directors and officers of the Company. Name and Address of Amount and Beneficial Nature of Percent Title of Class Owner Ownership (*) of Class ______________________________________________________________________ Common Jacek Oscilowicz 6,750,000 17% 725 Kendall Lane Boulder City, NV 88005 Common Donald K. Bell 7,002,500 18% 11684 Ventura Boulevard Suite 685 Studio City, CA 91604 Common All officers and directors 13,755,000 35% as a group (two (2)) (*) Record and Beneficial Ownership (c) Ownership and Change in Control. Each of the security ownership by the beneficial owners and by management is also the owner of record for the like number of shares. There are currently no arrangements that would result in a change in our control. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE. On April 30, 2009, Donald K. Bell completed the purchased from Jacek Oscilowicz, a director (and a former President and Principal Accounting Officer) 6,750,000 shares of our outstanding common stock. The purchased shares constituted, in the aggregate, approximately 18.8% of the issued and outstanding shares of the Company's common stock. We had reported a change in control on September 8, 2008 in a Form 8-K filed with the Securities and Exchange Commission in connection with a closing of a Share Exchange Agreement, dated as of September 3, 2008, by and among the Company, CaliCo Entertainment Group, Inc., ("CaliCo") and the shareholders of CaliCo (the "Exchange Agreement"). Pursuant to the Exchange Agreement, the Company acquired all of the issued and outstanding shares of stock of CaliCo, in exchange for the issuance in the aggregate of 1,725,000 (as adjusted to give effect to the 1 for 2 reverse stock split effective March 16, 2009) shares of common stock of the Company, which shares represent 5% of the issued and outstanding capital stock of the Company after the consummation of the Exchange Agreement and the transactions contemplated thereby. At the closing, Donald K. Bell received 252,000 shares of common stock, as adjusted for the subsequent reverse split. Donald K. Bell was added to the Board of Directors on September 5, 2008. This transaction was contemplated to be concurrent with the closing of the Exchange Agreement, without any additional consideration, but was not completed until April 30, 2009. We filed a Form 8-K on April 30, 2009 to reflect this transaction. As of April 30, 2009, we were obligated to Donald K. Bell for $261,847 for current loans made by him to the Company. A non affiliate shareholder of the Company arranged and participated with various third parties for the extension of the financial accommodations to Donald K. Bell (for the direct benefit of the Company) after the closing of the Share Exchange Agreement on September 8, 2008 and prior to April 30, 2009. Each of the various lenders to Donald K. Bell is a non affiliate person and each is a current shareholder. As of April 30, 2009, we were also obligated to a related party shareholder for $63,195 for a demand loan, and $6,857 in accrued interest at the rate of 5% per annum. ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES. Audit and Non-Audit Fees Fiscal Year Ended April 30, ________________________________________________ 2008 2009 ________________________________________________ Audit Fees $15,400 $20,750 Audit Related Fees $ 0 $ 0 Tax Fees $ 0 $ 0 All Other Fees $ 0 $ 0 Pre Approval of Services by the Independent Auditor The Board of Directors has established policies and procedures for the approval and pre-approval of audit services and permitted non-audit services. The Board has the responsibility to engage and terminate the Company's independent registered public accountants, to pre-approve their performance of audit services and permitted non-audit services and to review with the Company's independent registered public accountants their fees and plans for all auditing services. All services provided by and fees paid to Schmacher & Associates, Inc., LLC and Acquavella, Chiarelli, Shuster, Berkower & Co., LLP were pre-approved by the Board of Directors. ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES. There are no reports on Form 8-K incorporated herein by reference. We are a reporting company pursuant to the requirements of the 1934 Act and we file quarterly, annual and other reports with the Securities and Exchange Commission. The reports and other information filed by us will be available for inspection and copying at the public reference facilities of the Commission, 450 Fifth Street, N.W., Washington, D.C. 20549. Copies of such material may be obtained by mail from the Public Reference Section of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates. Information on the operation of the Public Reference Room may be obtained by calling the SEC at 1-800-SEC-0330. In addition, the Commission maintains a World Wide Web site on the Internet at http://www.sec.gov that contains reports, proxy and information statements and other information regarding registrants that file electronically with the Commission. The following documents are filed as part of this report: 31.1 Certification of Chief Executive Officer. 31.2 Certification of Chief Financial Officer. 32.1 Section 906 Certification. 32.2 Section 906 Certification. SIGNATURES Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Company has duly caused this Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized. Date: August 12, 2009 BELLTOWER ENTERTAINMENT CORP. By: /s/ DONALD K. BELL _____________________________________________ Donald K. Bell President, Chief Financial Officer and Director Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Date: August 12, 2009 BELLTOWER ENTERTAINMENT CORP. By: /s/ DONALD K. BELL _____________________________________________ Donald K. Bell President, Chief Financial Officer and Director By: /s/ JACEK OSCILOWICZ _____________________________________________ Jacek Oscilowicz Director

BELLTOWER ENTERTAINMENT CORP. 10-K