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)


<PAGE>


     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.

<PAGE>

                                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.


<PAGE>


                                     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.

<PAGE>


                                     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




















<PAGE>


                          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
______________________________________________________________________________













<PAGE>


                           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


<PAGE>



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


<PAGE>

<TABLE>
<CAPTION>

                          BELLTOWER ENTERTAINMENT CORP.
                     (FORMERLY BRITTON INTERNATIONAL, INC.)
                           CONSOLIDATED BALANCE SHEETS

                                                                           April 30,
                                                                   _________________________
                                                                     2009            2008
                                                                   _________       _________
<S>                                                                <C>             <C>
                                     ASSETS

Current Assets
   Cash and cash equivalents                                       $   9,724       $     910
   Prepaid expenses                                                        -             596
                                                                   _________       _________

     Total Current Assets                                              9,724           1,506

   Fixed assets, net                                                   7,586               -
   Film costs                                                         46,618               -
   Goodwill                                                          164,884               -
   Intangible assets                                                  30,000               -
                                                                   _________       _________

     Total Assets                                                  $ 258,811       $   1,506
                                                                   =========       =========

                     LIABILITIES AND STOCKHOLDERS' (DEFICIT)

Current Liabilities
   Accounts payable                                                $  32,767       $  17,266
   Due to related parties                                            325,042          62,195
   Accrued liabilities                                               110,577          10,000
   Accrued interest                                                    6,857           3,710
                                                                   _________       _________
     Total Current Liabilities                                       475,244          93,171
                                                                   _________       _________

STOCKHOLDERS' EQUITY (DEFICIT)

   Common shares, 50,000,000 shares with par value $0.0001
     authorized, and 37,231,424 issued and outstanding as of
     April 30, 2009 and 35,403,135 as of April 30, 2008                  602             236
   Additional paid in capital                                        277,094          91,201
   Retained deficit                                                 (494,130)       (150,489)
   Retained deficit from development stage                                 -         (32,613)
                                                                   _________       _________

     Total Stockholders' Equity (Deficit)                           (216,433)        (91,665)
                                                                   _________       _________

     Total Liabilities and Stockholders' Equity (Deficit)          $ 258,811       $   1,506
                                                                   =========       =========


The accompanying notes are an integral part of these audited consolidated financial statements.

</TABLE>


                                      F-3


<PAGE>

<TABLE>
<CAPTION>

                          BELLTOWER ENTERTAINMENT CORP.
                     (FORMERLY BRITTON INTERNATIONAL, INC.)
                      CONSOLIDATED STATEMENTS OF OPERATIONS



                                                     For the Years Ended April 30,
                                                     _____________________________
                                                        2009              2008
                                                     ___________       ___________
<S>                                                  <C>               <C>

Revenue                                              $         -       $         -
                                                     ___________       ___________

General, selling and
   administrative expenses                               307,860            31,020
                                                     ___________       ___________

Net loss from operations                                (307,860)          (31,020)
                                                     ___________       ___________

Nonoperating income ( expense )

   Interest income                                             3                10
   Interest expense                                       (3,147)           (1,603)
   Other income (expense) net                                (22)                -
                                                     ___________       ___________

Total nonoperating income ( expenses )                    (3,166)           (1,593)
                                                     ___________       ___________


Loss before provision for income tax                    (311,027)          (32,613)

Provision for income taxes                                     -                 -
Net loss from discontinued operations                          -           (20,492)
                                                     ___________       ___________


Net loss                                                (311,027)          (53,105)
                                                     ===========       ===========

Net loss per share:
   Basic and Diluted                                 $   (0.0085)      $   (0.0015)
                                                     ===========       ===========

Weighted average number of shares outstanding:
   Basic and Diluted                                  36,625,841        35,133,546
                                                     ===========       ===========


The accompanying notes are an integral part of these audited consolidated financial statements.

</TABLE>


                                      F-4


<PAGE>

<TABLE>
<CAPTION>

                          BELLTOWER ENTERTAINMENT CORP.
                     (FORMERLY BRITTON INTERNATIONAL, INC.)
                      CONSOLIDATED STATEMENTS OF CASH FLOW

                                                            For the Years Ended April 30,
                                                            _____________________________
                                                                2009            2008
                                                            ___________       ___________
<S>                                                           <C>             <C>

CASH FLOWS FROM OPERATING ACTIVITIES
   Net loss                                                   $(311,027)      $ (53,105)

   Adjustments to reconcile net loss to net cash
      used in operating activities:
   Depreciation and amortization                                  9,316               -
   Shares to be issued for professional fees                     75,000               -
   Accrued interest on loans                                      3,147           1,603
      (Increase) / decrease in current assets:
      Film costs                                                (46,618)              -
      Prepaid expenses                                              596             129
      Accounts receivable                                             -          (2,356)
      Increase / (decrease) in current liabilities:
      Accounts payable                                           15,501          20,388
      Accrued expenses                                           25,577               -
                                                              _________       _________

   Total Adjustments                                             82,520          19,764
                                                              _________       _________

   Net cash used in operating activities                       (228,506)        (33,341)
                                                              _________       _________

   Net cash used by discontinued operations                           -          (6,857)
                                                              _________       _________

CASH FLOWS FROM INVESTING ACTIVITIES
   Cash acquired during acquisition                                (432)              -
   Purchase of fixed assets                                     (16,902)              -
   Purchase of intangible assets                                (10,000)              -
                                                              _________       _________

   Net cash used in investing activities                        (27,334)              -
                                                              _________       _________

CASH FLOWS FROM FINANCING ACTIVITIES

   Proceeds from issuance of common stock                        20,658          20,000
   Proceeds from related party loans                            243,995          16,428
                                                              _________       _________

   Net cash provided by investing activities                    264,653          36,428
                                                              _________       _________

   Net increase/(decrease) in cash and cash equivalents           8,814          (3,770)

   Cash and cash equivalents, beginning of year                     910           4,680
                                                              _________       _________

   Cash and cash equivalents, end of year                     $   9,724       $     910
                                                              =========       =========


The accompanying notes are an integral part of these audited consolidated financial statements.

</TABLE>


                                      F-5


<PAGE>

<TABLE>
<CAPTION>

                           BRITTON INTERNATIONAL INC.
                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY


                                                                                                           Deficit
                                                                                          (Accumulated   Accumulated
                                                   Capital   Additional                     deficit)     During the        Total
                                                    Stock     Paid in     Comprehensive     Retained     Development   Stockholders'
                                       Shares      Amount     Capital        Income         Earnings        Stage         Equity
                                     ___________   _______   __________   _____________   ____________   ___________   _____________
<S>                                  <C>           <C>        <C>            <C>           <C>            <C>            <C>

Balance April 30, 2007               110,703,135   $   738    $ 70,699       $ (338)       $ (129,997)    $      -       $ (58,898)

Common shares issued for cash at
   $0.25 on July 20, 2007 (Note 6)     1,200,000         8      19,992                                           -          20,000


Stock cancellation October 1, 2007
   (Note 6)                          (76,500,000)     (510)        510                                           -               -

Net loss during Period from May 1,
   2007 to October 2, 2007                     -         -           -          338           (20,492)           -         (20,154)

Net loss for during Period from
   October 3, 2007 to  April 30,
   2008                                        -         -           -            -                 -      (32,613)        (32,613)
                                     ___________   _______    ________       ______        __________     ________       _________

Balance April 30, 2008                35,403,135   $   236    $ 91,201       $    -        $ (150,489)    $(32,613)      $ (91,665)
                                     ___________   _______    ________       ______        __________     ________       _________

Issuance of stock in exchange of
   100% of issued and outstanding
   shares of Calico Entertainment
   Group Inc.                          1,725,000       345     165,255                                                     165,600

Issuance of shares for cash on May
   28, 2008 at $0.10                     103,289        21      20,637                                                      20,658

Transfer from development stage
   entity                                                                                     (32,613)      32,613               -

Net loss for the year ended April
   30, 2009                                                                                  (311,027)                    (311,027)
                                     ___________   _______    ________       ______        __________     ________       _________

 Balance April 30, 2009               37,231,424   $   602    $277,094       $    -        $ (494,129)    $      -       $(216,433)
                                     ___________   _______    ________       ______        __________     ________       _________


The accompanying notes are an integral part of these audited consolidated financial statements.

</TABLE>


                                      F-6


<PAGE>


                          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


<PAGE>


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


<PAGE>


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


<PAGE>


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


<PAGE>


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


<PAGE>


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


<PAGE>


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


<PAGE>


                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


<PAGE>


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:

<TABLE>
<CAPTION>

                                                     Period from                              August 1, 2003
                                                   May 1, 2007 to        May 1, 2006 to       through
                                                   October 2, 2007       April 30, 2007       October 2, 2007
                                                   _______________       ______________       _______________
<S>                                                  <C>                  <C>                   <C>

REVENUES:
   Sales                                             $       878          $    35,873           $   302,427
   Cost of Goods Sold                                       (704)              32,138              (271,808)
                                                     ___________          ___________           ___________
GROSS MARGIN                                         $       174          $     3,735           $    30,619

EXPENSES:
   Website expenses                                  $       266          $     4,553           $    14,131
   Directors & Officers fees                                   -                    -                   500
   Professional fees                                      16,224               61,329               127,882
   Advertising                                                 -                    -                 3,944
   Depreciation                                              196                2,450                12,077
   Administrative expenses                                 2,728                6,781                18,370
   Bad debt expense                                            -                    -                 1,020
                                                     ___________          ___________           ___________
     Total expenses                                  $    19,414          $    75,113           $   177,924

Net Income (loss) from operations                        (19,240)             (71,378)             (147,305)
Interest income                                               70                  146                   518
Interest expense                                            (984)              (1,363)               (3,364)
Adjustment to recognize prior years' foreign
currency translation losses                                 (338)                                      (338)
                                                     ___________          ___________           ___________
Net Income (loss)                                    $   (20,492)         $   (72,595)          $  (150,489)
                                                     ===========          ===========           ===========

Loss per common share                                $       Nil          $       Nil           $       Nil

Weighted average shares outstanding                   70,806,270           70,806,270            70,806,270

OTHER COMPREHENSIVE INCOME (LOSS):
Net Income (loss)                                    $   (20,492)         $   (72,595)          $  (150,489)
Foreign currency translation adjustment                      338                  (38)                  338
                                                     ___________          ___________           ___________
Total Other Comprehensive Income (Loss)              $   (20,154)         $   (72,633)          $  (150,151)
                                                     ===========          ===========           ===========

</TABLE>


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


 <PAGE>


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.


<PAGE>


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.


<PAGE>


     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.


<PAGE>


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


<PAGE>


     (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.


<PAGE>


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.


<PAGE>


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.












<PAGE>


                                   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