**SECURITIES AND EXCHANGE COMMISSION****Washington, D.C. 20549       FORM 10-QSB       QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF       THE SECURITIES EXCHANGE ACT OF 1934       For the quarterly period ended****September 30, 2004**

| ** 000-49707**    |
|------------------------|
|                        |
| Commission file number |

| **BELLACASA PRODUCTIONS, INC.**                                   |
|-------------------------------------------------------------------|
|                                                                   |
| (Exact name of small business issuer as specified in its charter) |

| **Nevada**               |   | **58-2412118**                       |
|--------------------------|--------|--------------------------------------|
|                          |   |                                      |
| (State of incorporation) |   | (IRS Employer Identification Number) |

| **914 E Lake Destiny Road**             |
|-----------------------------------------|
| **Altamonte Springs****, FL 32714**     |
|                                         |
| (Address of principal executive office) |

| **(407) 230-0616**          |
|-----------------------------|
|                             |
| (Issuer's telephone number) |

| **Check whether the issuer:**                                                                                                                                                                                             |
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports)**Yes [X] No[  ]** |
| and                                                                                                                                                                                                                       |
| (2) has been subject to such filing requirements for the past 90 days.**Yes [X] No [ ]**                                                                                                                                  |

| **Applicable only to corporate issuers**                                                                                                                            |
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| As of January 14, 2005 (the most recent practicable date), there were 8,212,167 shares of the issuer's Common Stock, $0.0001 par value per share, outstanding. |
| Transitional Small Business Disclosure Format (check one)**Yes [ ] No [X]**                                                                                         |

----

| **BELLACASA PRODUCTIONS, INC.                FORM 10-QSB               TABLE OF CONTENTS** |
|-------------------------------------------------------------------------------------------------|
| **PART I**                                                                                      |   | **FINANCIAL INFORMATION** |
| Item 1                                                                                          |   | Financial Statements |
|                                                                                            |   |      Balance Sheets |
|                                                                                            |   |      Statements of Operations |
|                                                                                            |   |      Statements of Cash Flows |
|                                                                                            |   |      Notes to Financial Statements |
| Item 2                                                                                          |   | Management's Discussion and Analysis and Plan of Operation |
| Item 3                                                                                          |   | Controls and Procedures |
|                                                                                            |   |   |
| **PART II**                                                                                     |   | **OTHER INFORMATION** |
| Item 1                                                                                          |   | Legal Proceedings |
| Item 2                                                                                          |   | Changes in Securities |
| Item 3                                                                                          |   | Defaults Upon Senior Securities |
| Item 4                                                                                          |   | Submission of Matters to a Vote of Security Holders |
| Item 5                                                                                          |   | Other Information |
| Item 6                                                                                          |   | Exhibits and Reports on Form 8-K |
|                                                                                            |   |   |
| **SIGNATURES**                                                                                  |

----

**PART I **

**ITEM 1 - FINANCIAL STATEMENTS**

| **BELLACASA PRODUCTIONS, INC.**                                                                     |
|-----------------------------------------------------------------------------------------------------|
| (a development stage company)                                                                       |
|                                                                                                |
| **Balance Sheets**                                                                                  |
|                                                                                                |
| **Assets**                                                                                          |
|                                                                                                |   | **September 30,******2004****(unaudited)**** |   |   | **December 31,               2003** |   |   |
| Current assets:                                                                                     |   |   |   |   |   |   |   |
|      Cash                                                                       | $ | 0 |   | $ | 0 |   |   |
|       Prepaid expenses                                                     |   | 10,506 |   |   | 0 |   |   |
|                                                                                                |   |  |   |   |  |   |   |
|             Total current assets        |   | 10,506 |   |   | 0 |   |   |
|                                                                                                |   |   |   |   |   |   |   |
| Investment in screenplays                                                                           |   | 0 |   |   | 492 |   |   |
|                                                                                                |   |   |   |   |   |   |   |
| Office furniture and equipment, net                                                                 |   |  0 |   |   | 602 |   |   |
|                                                                                                |   |  |   |   |  |   |   |
|                                                                                                | $ | 10,506 |   | $ | 1,094 |   |   |
|                                                                                                |   |  |   |   |  |   |   |
| **Liabilities and Stockholders' Deficit**                                                           |
| Current liabilities:                                                                                |   |   |   |   |   |   |   |
|      Accounts payable and accrued expenses                                      | $ |  8,250 |   | $ | 16,994 |   |   |
|      Accrued officer's salary under employment agreement                        |   | 0 |   |   | 169,000 |   |   |
|      Notes payable – Aquamer, Inc.                                        |   | 30,000 |   |   | 0 |   |   |
|      Advances from stockholders                                                 |   | 50,000 |   |   | 216,052 |   |   |
|                                                                                                |   |  |   |   |  |   |   |
|             Total current liabilities   |   |  88,250 |   |   | 402,046 |   |   |
|                                                                                                |   |   |   |   |   |   |   |
| Stockholders' deficit:                                                                              |   |   |   |   |   |   |   |
|      Common stock, $.0001 par value, authorized                                 |   |   |   |   |   |   |   |
|         50,000,000 shares, issued and outstanding                |   |   |   |   |   |   |   |
|         8,212,167 and 8,082,167 shares                           |   | 822 |   |   | 809 |   |   |
|      Preferred stock, $.0001 par value, authorized                              |   |   |   |   |   |   |   |
|         25,000,000 shares, no shares issued and outstanding      |   | 0 |   |   | 0 |   |   |
|      Additional paid-in capital                                                 |   | 169,326 |   |   | 169,326 |   |   |
|      Deficit accumulated during the development stage                           |   | (247,892 | ) |   | (571,087 | ) |   |
|                                                                                                |   |  |   |   |  |   |   |
|             Total stockholders' deficit |   | (77,744 | ) |   | (400,952 | ) |   |
|                                                                                                |   |  |   |   |  |   |   |
|                                                                                                | $ | 10,506 |   | $ | 1,094 |   |   |
|                                                                                                |   |  |   |   |  |   |   |
| See accompanying notes to financial statements.                  |   |

----

| **BELLACASA PRODUCTIONS, INC.** (a development stage company)

**Statement of Operations** |
|--------------------------------------------------------------------------------------------|
|                                                                                       |   |   |   |   | **Three months ended** |   | **Nine months ended** |   | **July 28, 1998****(inception) to               September 30,               2004               (unaudited)** |
|                                                                                       |   |   |   |   | **September 30,               2004               (unaudited)** |   | **September 30,               2003               (unaudited)** |   | **September 30,               2004               (unaudited)** |   | **September 30,               2003               (unaudited)** |   |
|                                                                                       |   |   |   |   |  |   |  |   |  |   |  |   |  |
|                                                                                       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Revenue                                                                                    |   | $ | 0 |   |   | $ | 0 |   |   | $ | 0 |   |   | $ | 0 |   |   | $ | 0 |   |
| Costs and expenses:                                                                        |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|      Product development and marketing                                 |   |   | 0 |   |   |   | 0 |   |   |   | 0 |   |   |   | 0 |   |   |   | 32,494 |   |
|      Interest Expense                                                  |   |   | 750 |   |   |   | 750 |   |   |   | 2,250 |   |   |   | 2,250 |   |   |   |  9,034 |   |
|      Prepaid offering expense charged-off                              |   |   | 0 |   |   |   | 0 |   |   |   | 0 |   |   |   | 0 |   |   |   | 23,171 |   |
|      General and administrative                                        |   |   |  8,741 |   |   |   | 187 |   |   |   | 9,115 |   |   |   | 561 |   |   |   | 520,158 |   |
|                                                                                       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                                                                                       |   |  |   |   |  |   |   |  |   |   |  |   |   |  |   |
|     Total Costs and Expenses                                                |   |   | 9,491 |   |   |   | 937 |   |   |   | 11,365 |   |   |   |  2,811 |   |   |   | 584,857 |   |
|                                                                                       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Interest income                                                                            |   |   | 0 |   |   |   | 0 |   |   |   | 0 |   |   |   | 0 |   |   |   | 2,405 |   |
| Settlement of Debts due Related Party                                                      |   |   |  0 |   |   |   | 0 |   |   |   | 334,560 |   |   |   | 0 |   |   |   | 334,560 |   |
|                                                                                       |   |  |   |   |  |   |   |  |   |   |  |   |   |  |   |
|      Net Income (Loss)                                                 |   | $ |  (9,491) |   |   | $ | (937 | ) |   | $ | 323,195 |   |   | $ | (2,811 | ) |   | $ |   (247,892 | ) |
|                                                                                       |   |  |   |   |  |   |   |  |   |   |  |   |   |  |   |
| Basic and diluted Income (Loss) per Share                                                  |   | $ |  (NIL) |   |   | $ | (NIL | ) |   | $ | 0.04 |   |   | $ | (NIL | ) |   | $ | (0.03 | ) |
|                                                                                       |   |  |   |   |  |   |   |  |   |   |  |   |   |  |   |
| Weighted Average Common Shares Outstanding                                                 |   |   | 8,134,450 |   |   |   | 8,082,167 |   |   |   | 8,099,595 |   |   |   | 8,082,167 |   |   |   |      7,908,609 |   |
|                                                                                       |   |  |   |   |  |   |   |  |   |   |  |   |   |  |   |
| See Notes to Financial Statements                                                          |

----

| **BELLACASA PRODUCTIONS, INC.**                                                                                                             |    |
|---------------------------------------------------------------------------------------------------------------------------------------------|---------|
| (a development stage company)                                                                                                               |    |
|                                                                                                                                        |    |   |   |   |   |   |   |   |   |   |
| **Statements of Cash Flows**                                                                                                                |    |
|                                                                                                                                        |    |   |   |   |   |   |   |   |   |
|                                                                                                                                        |    | **Nine Months******Ended****September 30,               2004****(unaudited)**** |   |   | **Nine Months******Ended****September 30,               2003****(unaudited)**** |   |   | **Period from******July 28, 1998****(inception)               through****September 30,               2004****(unaudited)**** |   |
|                                                                                                                                        |    |  |   |   |  |   |   |  |   |
| Cash flows from operating activities:                                                                                                       |         |   |   |   |   |   |   |   |   |
|    Net income (loss)                                                                                                              | $       | 323,195 |   |  $ | (2,811 | ) |  $ | (247,892 | ) |
|    Adjustments to reconcile net loss to net cash                                                                             |         |   |   |   |   |   |   |   |   |
|      used in operating activities:                                                                                      |         |   |   |   |   |   |   |   |   |
|             Depreciation and amortization                                            |         | 602 |   |   | 561 |   |   | 6,772 |   |
|             Common stock issued for services                                         |         | 13 |   |   | 0 |   |   |  38,016 |   |
|             Gain on settlement of debts-related party                                |         | (334,560 | ) |   | 0 |   |   | (334,560 | ) |
|             Change in operating assets and liabilities:                              |         |   |   |   |   |   |   |   |   |
|               Increase in prepaid expenses                                 |         | (10,506 | ) |   |  0 |   |   | (10,506 | ) |
|               Increase (decrease) in accounts payable and accrued expenses |         | (8,744 | ) |   | 2,250 |   |   | 177,250 |   |
|                                                                                                                                        |         |  |   |   |  |   |   |  |   |
|                  Net cash used in operating activities      |         | (30,000 | ) |   | 0 |   |   | (370,920 | ) |
|                                                                                                                                        |         |   |   |   |   |   |   |   |   |
| Cash flows from investing activities:                                                                                                       |         |   |   |   |   |   |   |   |   |
|    Purchase of property and equipment                                                                                             |         | 0 |   |   | 0 |   |   | (4,409 | ) |
|                                                                                                                                        |         |  |   |   |  |   |   |  |   |
|                  Net cash used in investing activities      |         | 0 |   |   | 0 |   |   | (4,409 | ) |
|                                                                                                                                        |         |   |   |   |   |   |   |   |   |
| Cash flows from financing activities:                                                                                                       |         |   |   |   |   |   |   |   |   |
|    Proceeds from issuance of common stock                                                                                         |         | 0 |   |   | 0 |   |   | 129,277 |   |
|    Proceeds from notes payable-Aquamer                                                                                            |         | 30,000 |   |   | 0 |   |   | 30,000 |   |
|    Advances from stockholders                                                                                                     |         | 0 |   |   | 0 |   |   | 216,052 |   |
|                                                                                                                                        |         |  |   |   |  |   |   |  |   |
|                  Net cash provided by financing activities  |         | 30,000 |   |   | 0 |   |   | 375,329 |   |
|                                                                                                                                        |         |  |   |   |  |   |   |  |   |
|                  Net increase in cash                       |         | 0 |   |   | 0 |   |   | 0 |   |
| Cash at beginning of period                                                                                                                 |         | 0 |   |   | 0 |   |   | 0 |   |
|                                                                                                                                        |         |  |   |   |  |   |   |  |   |
| Cash at end of period                                                                                                                       | $       | 0 |   |  $ | 0 |   |  $ | 0 |   |
|                                                                                                                                        |         |  |   |   |  |   |   |  |   |
| Supplementary disclosure of cash flow information:                                                                                          |         |   |   |   |   |   |   |   |   |
|                                                                                                                                        |         |   |   |   |   |   |   |   |   |
| Cash paid for interest                                                                                                                      |  $ | 0 |   |  $ | 0 |   |  $ | 784 |   |
|                                                                                                                                        |         |  |   |   |  |   |   |  |   |
| Cash paid for income taxes                                                                                                                  |  $ | 0 |   |  $ | 0 |   |  $ | 0 |   |
|                                                                                                                                        |         |  |   |   |  |   |   |  |   |
| See accompanying notes to financial statements.                                                     |    |
|                                                                                                                                        |    |   |   |   |   |   |   |   |   |   |   |   |   |

----

BELLACASA PRODUCTIONS, INC.       (a development stage company)

**Notes to Interim Financial Statements       September 30, 2004**

**(1)****Interim Financial Statements**

The interim financial statements include all adjustments, which, in the opinion of management, are necessary in order to make the financial statements not misleading. The accompanying unaudited financial statements have been prepared in accordance with the instructions to Form 10-QSB and do not include all of the information and footnotes required by Generally Accepted Accounting Principles for complete financial statements.

**(2)****Summary of Significant Accounting Policies**

**(a) Nature of development stage operations**

Bellacasa Productions, Inc., (Bellacasa or the Company) was formed on July 28, 1998 as a Nevada corporation.  The Company has been organized with the intent to operate in the entertainment industry specifically in connection with the production and distribution of motion pictures.

The Company's activities to date have consisted primarily of organizational and equity fund raising activities.

**(b)****Property and equipment**

Property and equipment are recorded at cost and depreciated over the estimated useful lives of the assets, which range from three to five years, using the straight-line method.

**(c)****Income taxes**

Deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry-forwards.  Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.  Changes in tax rates are recognized in the period that includes the enactment date.

Development stage operations, from inception through September 30, 2004, resulted in net operating losses. Management has determined that it more likely than not that the net operating loss carry-forwards will not be utilized; therefore a valuation allowance against the related deferred tax asset has been provided.  Accordingly, no income tax provision or benefits have been recognized in the accompanying financial statements.

The net operating loss carry-forwards at September 30, 2004 available to offset taxable income in future periods amount to approximately $200,000, which will expire at various dates through 2023.

**(d) Use of Estimates**

Management of the Company has made certain estimates and assumptions relating to the reporting of assets and liabilities and the disclosure of contingent assets and liabilities to prepare these financial statements in conformity with generally accepted accounting principles.  Actual results could differ from those estimates.

**(e) Earnings per Common Share**

Earnings per common share have been computed based upon the weighted average number of shares outstanding during the period presented. 

**(f)****Stock-Based Compensation**

In October 1995, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 123, "Accounting for Stock-Based Compensation" (SFAS 123) which sets forth accounting and disclosure requirements for stock-based compensation arrangements.  The new statement encourages but does not require, companies to measure stock-based compensation using a fair value method, rather than the intrinsic value method prescribed by Accounting Principles Board Opinion No. 25 ("APB No. 25").  The Company has adopted the disclosure requirements of SFAS 123 and has elected to continue to record stock-based compensation expense using the intrinsic value approach prescribed by APB No. 25.  Accordingly, the Company computes compensation cost for each employee stock option granted as the amount by which the quoted market price of the Company's common stock on the date of grant exceeds the amount the employee must pay to acquire the stock.  The amount of compensation cost, if any, will be charged to operations over the vesting period.

**(g)****Cash Flows**

For purposes of cash flows, the Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents.

**(3) Prepaid Offering Costs**

Prepaid offering costs consist of expenses incurred that are directly related to a public offering of securities pursuant to a registration statement filed with the Securities and Exchange Commission, which became effective in December 2001. These costs were to be offset against stockholders' equity from funds raised from the offering.  The offering was closed in June 2002 without any funds raised. The prepaid offering costs were charged to expense for the period ended March 31, 2002.

**(4) Investment in Screenplays**

During the years ended December 31, 2000 and 1999, the principal stockholder contributed to the Company two motion picture screenplays, identified as "Hands" and "The Giant," in exchange for 4,915,000 shares of common stock. The rights to the screenplays were subject to an agreement with an unrelated third party for the right to receive 5% of the total budget of one of the films, to a maximum of $750,000, if the film were ultimately produced. 

On May 28, 2004, the Company and its former president and principal shareholder entered into an agreement whereby Bellacasa would transfer to him all of its interests in the screenplays in exchange for the waiver by him of all claims to accrued but unpaid salaries and to all shareholder advances made by him to Bellacasa. As of the date of the agreement, he was owed by the Company $169,000 for accrued salaries, and $166,052 for advances. The transfer of the ownership of the screenplays took effect on May 28, 2004. *See Note 6, Related Party Transactions.*

**(5) Notes Payable - Aquamer, Inc.**

In September 2004, the Company borrowed $30,000 from Aquamer, Inc. and executed    an unsecured non-interest bearing note, which would only be payable if and    when negotiations of the proposed agreement by the Company to acquire Aquamer,    Inc. were terminated. The proceeds of the note were to be used for payment    of the Company's liabilities and for payment of fees and expenses to bring    the Company in compliance with SEC reporting requirements. *See Note 10,    Subsequent Events*.

**(6) Related Party Transactions**

Commencing in January 2000 through June 30, 2002, the principal stockholder advanced $166,052 to the Company. The advances were non-interest bearing, unsecured and due on demand. Also commencing October 1, 2000, the Company entered into an employment agreement with its principal stockholder and president. Terms of the agreement provided for an annual salary of $100,000. On July 17, 2002, the principal stockholder resigned from his position as president and terminated the employment agreement. The Company accrued $179,000 associated with this agreement through July 17, 2002, the date of termination, of which $10,000 had been paid and $169,000 had been included in accrued officer's salary. On May 28, 2004, the Company transferred its interests in the screenplays "The Giant" and "Hands" to its principal shareholder and former president in exchange for the waiver by him of all claims to accrued but unpaid salaries and all shareholder advances made by him to Bellacasa. The transaction resulted in the recording of a gain in the amount of $334,560, which represented the difference between the amount of the debt that was eliminated ($335,052) and the carrying value of the screenplays ($492).

In December 2001, another stockholder advanced $50,000 to the Company, which bears interest at 6% and is due and payable on demand. As of September 30, 2004, interest in the amount of $8,250 has been accrued and is included in accounts payable and accrued expenses in the accompanying balance sheet.

**(7) Property and Equipment**

Property and equipment consists of the following:
|                          | **September 30, 2004**                                | **December 31, 2003** |
|-------------------------------|-------------------------------------------------------|-----------------------|
|                          |                                                  |                  |
| Production equipment          | $    4,409                             |                  | $     4,409 |   |
| Less accumulated depreciation |     (4,409                             | )                     |   (3,807 | ) |
|                          |                                                       |                  |  |   |
|                          | $           0 |                  | $        602 |   |
|                          |                                                       |                  |  |   |

**(8) Stock Option Plan**

In July 1998, the Company adopted the Bellacasa Productions, Inc. 1998 Stock Option Plan (Plan).  The Plan provides for the issuance of up to 1,000,000 shares for options over a ten-year period.  Under provisions of the Plan, the purchase price for a share of stock subject to the options shall not be less then 100% of the fair market value of the stock at the date of grant.  As of September 30, 2004 and December 31, 2003 no options had been granted under the Plan.

**(9) Going Concern**

The Company's financial statements have been presented on a going concern basis, which contemplates the realization and the satisfaction of liabilities in the normal course of business.  The liquidity of the Company has been adversely affected by losses since inception and there is a stockholders' deficit of $77,744 at September 30, 2004. These conditions raise substantial doubt about the Company's ability to continue as a going concern without additional capital contributions and/or achieving profitable operations.  Management's plans are to continue its equity funding efforts and/or seek an acquisition or a merger with a company engaged in the motion picture industry or an unrelated field.  There can be no assurance, however, that the Company will be successful in accomplishing its objectives.

**(10) Subsequent Events**

On November 15, 2004, the Company entered into a Stock Purchase Agreement to acquire all of the issued and outstanding stock of Aquamer, Inc. ("Aquamer"), a development stage medical technology corporation organized under the laws of Delaware, in exchange for 28,185,648 shares of the Company's common stock which upon issuance will constitute approximately 77.4% of the Company's issued and outstanding common stock. The transaction is being structured as a reverse takeover, which means that the former shareholders of Aquamer shall obtain voting control over Bellacasa. The closing date has not been set and is subject to agreement on all material schedules to the Stock Purchase Agreement. Additionally, it is a condition precedent to the closing that the Company is furnished with audited financial statements and unaudited interim financial statements of both the Company and Aquamer and that the Company's quarterly and annual reports through the quarter ended September 30, 2004 have been filed with the SEC. There is no assurance that the acquisition will be consummated and even if it is consummated, that it will be on the terms provided in the Stock Purchase Agreement.

----

**ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS AND PLAN OF OPERATION**

**General**

**           ** Bellacasa Productions, Inc. was formed to operate as a motion picture studio. We planned to acquire, produce and market motion pictures for distribution to movie theaters and ancillary markets.

**           ** On December 7, 2001, our registration statement for the sale of 1,200,000 units consisting of common stock and warrants was deemed effective by the Securities and Exchange Commission. On June 18, 2002, we terminated the offering without selling any of the units.**  **

**           ** Although we were unsuccessful in raising capital from our offering, as of June 30, 2002, we were still considering alternative financing in order to proceed with our business plan. After the resignation on July 17, 2002 of our president, Mr. Frank LaLoggia, we began considering the possibility of abandoning our business plan and exploring the possibility of merging with a company in an unrelated field.

**           ** On May 28, 2004, we transferred our interests in the screenplays "The Giant" and "Hands" to our principal shareholder and former president, Mr. Frank LaLoggia in exchange for the waiver by him of all claims to accrued but unpaid salaries and all shareholder advances made by him to our company. As of the date of the transaction, we were indebted to him in the total amount of $335,052, which consisted of accrued but unpaid salary, $169,000; and shareholder advance, $166,052. The transaction resulted in the recording of a gain in the amount of $334,560, which represented the difference between the amount of the debt that was eliminated ($335,052) and the carrying value of the screenplays ($492).

**           ** On November 15, 2004, we entered into a Stock Purchase Agreement to acquire all of the issued and outstanding stock of Aquamer, Inc. ("Aquamer"), a development stage medical technology corporation organized under the laws of Delaware, in exchange for 28,185,648 shares of our common stock, which, upon issuance, will constitute approximately 77.4% of our issued and outstanding common stock. The Stock Purchase Agreement was included as Exhibit 2.1 to our Report on Form 8-K, which was filed on November 17, 2004.

            The transaction is being structured as a reverse takeover, whereby former shareholders of Aquamer shall obtain voting control over Bellacasa upon issuance of the shares of Bellacasa common stock. Bellacasa has 8,212,167 shares of common stock issued and outstanding at the time of the instant filing.

            In September 2004, we borrowed $30,000 from Aquamer, Inc. and executed an unsecured, non-interest bearing promissory note, which would only be due and payable if and when negotiations of the proposed agreement to acquire Aquamer, Inc. were terminated. The proceeds of the note were to be used for payment of the Company's liabilities and for payment of necessary fees and professional expenses to bring us in compliance with SEC reporting requirements.

           Although, we expect the transaction with Aquamer to close in January 2005, the closing date has not yet been set and is subject to agreement on all material schedules to the Stock Purchase Agreement. Additionally, it is a condition precedent to the closing that we be furnished with audited financial statements and unaudited interim financial statements for both our company and Aquamer and that all of our quarterly and annual reports, including the report for the quarter ended September 30, 2004, have been filed with the SEC.

**           ** There is no assurance that the acquisition will be consummated and even if it is consummated, that it will be on the terms provided in the Stock Purchase Agreement.

**Results of Operations****           ** The following discussion and analysis provides information our management believes is relevant to an assessment and understanding of our results of operations and financial condition. The discussion should be read in conjunction with the financial statements and footnotes that appear elsewhere in this report.        *Three Months Ended September 30, 2004 and Three Months Ended September 30, 2003:*

**           ****Sales -** We did not have any sales during the three months ended September 30, 2004 or the three months ended September 30, 2003.**           ****Costs and Expenses - ** Total costs and expenses for the three months ended September 30, 2004 were $9,491, which compares to $937 as the costs and expenses for the three months ended September 30, 2003. The expenses for the three months ended September 30, 2004 include interest of $750 accrued on the $50,000 loan from stockholder; depreciation expense of $228; and other expenses, including professional fees in connection with updating our corporate filings, totaling approximately $8,500. In the three months ended September 30, 2003, our total expenses were $937, which consisted of $750 of interest accrued on stockholder loan and depreciation expense of $187.

**           ****Net Income/Losses - ** Net loss for the three months ended September 30, 2004 was $9,491. The net loss for the comparable three-month period ending September 30, 2003 was $937.

**           ** Loss per share for the three-month periods ended September 30, 2004 and September 30, 2003 was $NIL for both periods. The weighted average of shares outstanding was 8,134,450 in the quarter ended September 30, 2004 and 8,082,167 in the quarter ended September 30, 2003.

*Nine Months Ended September 30, 2004, Nine Months Ended September 30, 2003, and from Inception, July 28, 1998, through September 30, 2004:***           ****Sales -** We did not have any sales during the nine months ended September 30, 2004 or during the nine months ended September 30, 2003 or since inception, July 28, 1998, through September 30, 2004.**           ****Costs and Expenses - ** Total costs and expenses for the nine months ended September 30, 2004 were $11,365, as compared to the costs and expenses for the nine months ended September 30, 2003, which totaled $2,811.  The expenses for the nine months ended September 30, 2004 included $2,250 of interest accrued on the $50,000 stockholder loan; depreciation expense of $561; and other expenses including professional fees in connection with the updating of our corporate filings, totaling approximately $8,500. In the nine months ended September 30, 2003, our total expenses were $2,811, which consisted of $2,250 of interest accrued on stockholder loan and depreciation expense of $561.

**           ****Net Income/Losses - ** Net income for the nine months ended September 30, 2004 was $323,195, which is composed of the gain from debt settlement of $334,560 less an operating loss of $11,365. In the comparable nine-month period ending September 30, 2003, we had a loss of $2,811. Since inception, our net loss has been $247,892.

**           ** Income per share for the nine-month period ended September 30, 2004 was $0.04 per share and our loss for the nine months ended September 30, 2003 was $NIL. The weighted average of shares outstanding was 8,099,595 in the nine months ended September 30, 2004 and 8,082,167 in the nine months ended September 30, 2003.

**Liquidity and Capital Resources****           **    As of September 30, 2004, September 30, 2003 and December 31, 2003, we did    not have any cash balances. Since inception, we have consumed cash of $209,277.

**           **    In September 2004, we borrowed $30,000 from Aquamer, Inc., the repayment of    which would only be required if we were unable to complete the acquisition    of Aquamer, Inc. We used the loan proceeds during the September 2004 quarter    to pay all our debts, except for the monies owed to stockholder Charles LaLoggia    for his loan of $50,000 and accrued interest on that loan of $8,250. We used    the balance of the loan from Aquamer, Inc. for payment of professional fees    of approximately $8,500; and approximately $10,500 was prepaid for additional    expenses for compliance including audit and stock transfer fees.

**Ability to Continue as a Going Concern and Plan of Operation**

**           ** Our financial statements, which are a part of this Form 10-QSB, have been presented assuming that we will continue as a going concern and contemplates the realization and the satisfaction of liabilities in the normal course of business.  Our liquidity has been adversely affected by losses from operations since inception. We reported a net loss from operations of $11,365 for the nine months ended September 30, 2004 and net losses since inception of $247,892.  Additionally, there is a stockholders' deficit of $77,744 at September 30, 2004.  These conditions raise substantial doubt about our ability to continue as a going concern without additional capital contributions.  Our plan is to complete the acquisition of Aquamer, Inc. or seek an acquisition or a reverse merger with another company engaged in the motion picture industry or an unrelated field.  There can be no assurance, however, that we will be successful in accomplishing our objectives.

**           ** If we are unable to complete a reverse merger-type transaction, we will be required to borrow or sell securities in private offerings to meet our cash needs over the next 12 months. If we are unable to raise funds, we may terminate our business. There is no assurance we will be able to raise sufficient funds to continue as a corporate entity.

**Employees****           ** Other than our president, Richard Gagne, who devotes such time as necessary to our operations, we do not have any employees. We may utilize independent contractors and consultants from time to time to assist us with our compliance requirements.

**ITEM 3 - CONTROLS AND PROCEDURES**

**           ** We carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2004. This evaluation was accomplished under the supervision and with the participation of our chief executive officer, principal executive officer/ principal accounting officer who concluded that our disclosure controls and procedures are effective. As of December 31, 2004, and the date of this Report, Richard Gagne served as our Chief Executive Officer and Chief Financial Officer (which duties include that of principal accounting officer). There have been no significant or material changes in our internal controls or in other factors, which could significantly affect internal controls subsequent to the date we completed our evaluation and the date of filing of this Report on Form 10-QSB.

**           ** Disclosure controls and procedures are designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

----

**PART II **

**Item 1 - Legal Proceedings** 

**           ** None

**Item 2 - Changes in Securities** 

**           ** During the period July 1, 2004 through September 30, 2004, our board of directors approved the issuance of 130,000 shares of common stock. The shares were issued for services rendered by Richard Gagne, our President and member of our board of directors (80,000 shares) and Katherine Helmond, a member of the board of directors (50,000 shares). We relied upon Section 4(2) of the Securities Act of 1933, as amended, for an exemption from registration of these securities. The shares were valued at par value, ($0.0001), as there was no market for the shares and there was a shareholders' deficit.

**           ** As of September 30, 2004, we had 8,212,167 shares of common stock outstanding.**Item 3 - Defaults upon Senior Securities**  

**           ** Not applicable

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

**           ** Not applicable

**Item 5 - Other Information**

**           ** Not applicable

**Item 6 - Exhibits and Reports on Form 8-K** 
|   | (a)    |   | Exhibits

Exhibit 31.1 - Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of the Principal Executive Officer and Principal Financial Officer and Principal Accounting Officer

Exhibit 32.1 - Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of the Principal Executive Officer and Principal Financial Officer and Principal Accounting Officer |
|--------|--------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|   | (b)    |   | Reports on Form 8-K

No reports were filed on Form 8-K for the three months ended September 30, 2004.                                                                                                                                                                                                                                                                                                                                                                                          |

**SIGNATURES**

            In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
|   |             |   |      | **BELLACASA PRODUCTIONS, INC.**                                                                                                                                                                                                                              |
|--------|------------------|--------|-----------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |             |   |      |                                                                                                                                                                                                                                                         |
|   | January 19, 2005 |   | By:  | /s/ Richard Gagne                                                                                                                                                                                                                                            |
|   |             |   |      |                                                                                                                                                                                                                                                              |
|   |             |   |      | Richard Gagne             President and Chief Executive Officer             (Principal Executive Officer) and             Acting Chief Financial Officer             (Principal Financial Officer and             Principal Accounting Officer) and Director |