**SECURITIES AND EXCHANGE COMMISSION**** Washington, D.C. 20549**

**FORM 10-QSB/A**

**QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF**** THE SECURITIES EXCHANGE ACT OF 1934**

**For the quarterly period ended March 31, 2006**
| **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) |
| **237 Cedar Hill Street, Suite 4**** Marlborough, MA 01752** |
|-------------------------------------------------------------------|
|                                                                   |
| (Address of principal executive office)                           |
| **(508) 597-6330**          |
|-----------------------------|
|                             |
| (Issuer's telephone number) |

**Securities registered under Section 12(b) of the Exchange Act: NONE**** Securities registered under Section 12(g) of the Exchange Act:**
| **Common Stock, par value $0.0001 per share** |
|-----------------------------------------------|
|                                               |
| (Title of Class)                              |
| **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 [   ]**                                                                                                                                  |
|                                                                                                                                                                                                                                            |
| Indicate by check mark whether the registrant is a shell company             (as defined in Rule 12b-2 of the Exchange Act).**  Yes [ ] No [X]**

 Indicate by check mark whether the registrant is an accelerated filer             (as defined in Rule 12b-2 of the Exchange Act).

** Yes [  ] No [X]** |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| **Applicable only to corporate issuers**                                                                                                                   |
|------------------------------------------------------------------------------------------------------------------------------------------------------------|
| As of May 9, 2006 (the most recent practicable date), there were 39,379,648 shares of the issuer's Common Stock, $0.0001 par value per share, outstanding. |
|  Transitional Small Business Disclosure Format (check one)

** Yes [  ] No [X]** |
|-------------------------------------------------------------------------------------------------|

----

**DOCUMENTS INCORPORATED BY REFERENCE:**

None

**FORWARD-LOOKING STATEMENTS**

Certain statements made in this amended Quarterly Report on Form 10-QSB/A are "forward-looking statements" (within the meaning of the Private Securities Litigation Reform Act of 1995) regarding the plans and objectives of management for future operations. Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements of Bellacasa Productions, Inc. (the "Company") to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. The forward-looking statements included herein are based on current expectations that involve numerous risks and uncertainties. The Company's plans and objectives are based, in part, on assumptions involving the continued expansion of business. Assumptions relating to the foregoing involve judgments with respect to, among other things, future economic, competitive and market conditions and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond the control of the Company. Although the Company believes its assumptions underlying the forward-looking statements are reasonable, any of the assumptions could prove inaccurate and, therefore, there can be no assurance the forward-looking statements included in this Report will prove to be accurate. In light of the significant uncertainties inherent in the forward-looking statements included herein, the inclusion of such information should not be regarded as a representation by the Company or any other person that the objectives and plans of the Company will be achieved.

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| **BELLACASA PRODUCTIONS, INC.**

**FORM 10-QSB**

** TABLE OF CONTENTS** |
|-------------------------------------------------------------------------------|
| **PART I**                                                                    |   | **FINANCIAL INFORMATION** |
| Item 1                                                                        |   | Financial Statements |
|                                                                          |   |      Consolidated Balance Sheets |
|                                                                          |   |      Consolidated Statements of Operations |
|                                                                          |   |      Consolidated 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                                                                        |   | Unregistered Sales of Equity Securities and Use of Proceeds |
| Item 3                                                                        |   | Defaults Upon Senior Securities |
| Item 4                                                                        |   | Submission to a Vote of Security Holders |
| Item 5                                                                        |   | Other Information |
| Item 6                                                                        |   | Exhibits and Reports |
|                                                                          |   |   |
| **SIGNATURES**                                                                |

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**EXPLANATORY NOTE**

        This Amendment to our quarterly report on Form 10-QSB for the quarter ended March 31, 2006 restates our previously reported financial statements and revises *Item 2 - Management's Discussion and Analysis or Plan of Operation* to conform to the restatement.

----

**PART I **

** ITEM 1 - FINANCIAL STATEMENTS**
| **BELLACASA PRODUCTIONS, INC. AND SUBSIDIARY**             (a development stage company)

**Consolidated Balance Sheets** |
|--------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                           |   |
|                                                                                                                           |   |   | ** March 31,**** 2006**** (unaudited)** |   |   |   | **December 31,**** 2005** |   |   |
|                                                                                                                           | **Assets** |   |  |   |   |   |  |   |   |
|                                                                                                                           | Current assets: |   |   |   |   |   |   |   |   |
|                                                                                                                           |      Cash | $ | 68,113 |   |   | $ | 122,482 |   |   |
|                                                                                                                           |      Prepayments under product supply agreement |   |   140,000 |   |   |   | 140,000 |   |   |
|                                                                                                                           |      Prepaid expenses |   |     18,000 |   |   |   |                       0 |   |   |
|                                                                                                                           |   |   |  |   |   |   |  |   |   |
|                                                                                                                           |             Total current assets |   | 226,113 |   |   |   | 262,482 |   |   |
|                                                                                                                           |   |   |   |   |   |   |   |   |   |
|                                                                                                                           | Property and equipment, net |   | 310 |   |   |   |  569 |   |   |
|                                                                                                                           | Advances to related party |   | 33,884 |   |   |   | 33,594 |   |   |
|                                                                                                                           |   |   |  |   |   |   |  |   |   |
|                                                                                                                           |   | $ | 260,307 |   |   | $ | 296,645 |   |   |
|                                                                                                                           |   |   |  |   |   |   |  |   |   |
|                                                                                                                           | **                            Liabilities and Stockholders' Equity** |   |   |   |   |   |   |   |   |
|                                                                                                                           | Current liabilities: |   |   |   |   |   |   |   |   |
|                                                                                                                           |      Trade accounts payable | $ | 46,681 |   |   | $ | 75,926 |   |   |
|                                                                                                                           |      Accrued expenses payable |   | 18,600 |   |   |   | 16,950 |   |   |
|                                                                                                                           |      Accrued liability to issue common stock |   | 0 |   |   |   | 15,800 |   |   |
|                                                                                                                           |      Advances from stockholder |   |  50,000 |   |   |   | 50,000 |   |   |
|                                                                                                                           |   |   |  |   |   |   |  |   |   |
|                                                                                                                           |             Total current liabilities |   | 115,281 |   |   |   | 158,676 |   |   |
|                                                                                                                           |   |   |   |   |   |   |   |   |   |
|                                                                                                                           | Long-term liabilities: |   |   |   |   |   |   |   |   |
|                                                                                                                           |      Convertible note payable-related party                  (net of $2,430 original issue discount)     |   |  0 |   |   |   | 87,570 |   |   |
|                                                                                                                           |   |   |   |   |   |   |   |   |   |
|                                                                                                                           | Stockholders' equity: |   |   |   |   |   |   |   |   |
|                                                                                                                           |      Common stock, $.0001 par value |   |   |   |   |   |   |   |   |
|                                                                                                                           |         50,000,000 shares, authorized                     39,379,648 (38,214,648 in 2005) shares, issued and outstanding |   |  3,938 |   |   |   | 3,822 |   |   |
|                                                                                                                           |      Preferred stock, $.0001 par value, authorized |   |   |   |   |   |   |   |   |
|                                                                                                                           |         25,000,000 shares, no shares issued and outstanding |   |  0 |   |   |   | 0 |   |   |
|                                                                                                                           |      Additional paid-in capital |   |  762,513 |   |   |   | 621,859 |   |   |
|                                                                                                                           |      Deficit accumulated during the development stage |   |  (621,425 | ) |   |   | (575,282 | ) |   |
|                                                                                                                           |   |   |  |   |   |   |  |   |   |
|                                                                                                                           |             Total stockholders' equity |   |  145,026 |   |   |   | 50,399 |   |   |
|                                                                                                                           |   |   |  |   |   |   |  |   |   |
|                                                                                                                           |   | $ | 260,307 |   |   | $ | 296,645 |   |   |
|                                                                                                                           |   |   |  |   |   |   |  |   |   |

See accompanying notes to financial statements.

F-1

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

** Consolidated Statements of Operations****(unaudited)**
|                                                            |   |                                                             |   |   |   |                                                             |   |   |   |                                                                                                                      |   |   |   |
|-----------------------------------------------------------------|--------|------------------------------------------------------------------|--------|--------|--------|------------------------------------------------------------------|--------|--------|--------|---------------------------------------------------------------------------------------------------------------------------|--------|--------|--------|
|                                                            |   | **Three Months**** ended**** March 31,**** 2006** |   |   |   | **Three Months**** ended**** March 31,**** 2005** |   |   |   | **Period from**** February 4,**** 2000**** (inception)**** through**** March 31,**** 2006** |   |   |   |
|                                                            |   |                                                                  |   |   |   |                                                                  |   |   |   |                                                                                                                           |   |   |   |
|   Revenue                                                  | $      | 0                                                                |   |   | $      | 0                                                                |   |   | $      | 0                                                                                                                         |   |   |   |
|                                                            |   |                                                             |   |   |   |                                                             |   |   |   |                                                                                                                      |   |   |   |
|   Costs and expenses:                                      |   |                                                             |   |   |   |                                                             |   |   |   |                                                                                                                      |   |   |   |
|       General and administrative       |   | 44,324                                                           |   |   |   | 22,536                                                           |   |   |   | 440,782                                                                                                                   |   |   |   |
|       Research and development         |   | 0                                                                |   |   |   | 0                                                                |   |   |   | 206,121                                                                                                                   |   |   |   |
|       Depreciation                     |   | 259                                                              |   |   |   | 259                                                              |   |   |   | 6,591                                                                                                                     |   |   |   |
|       Interest, net of interest income |   | 1,560                                                            |   |   |   | 460                                                              |   |   |   | 2,622                                                                                                                     |   |   |   |
|                                                            |   |                                                                  |   |   |   |                                                                  |   |   |   |                                                                                                                           |   |   |   |
|       Total costs and expenses         |   | 46,143                                                           |   |   |   | 23,255                                                           |   |   |   | 656,116                                                                                                                   |   |   |   |
|                                                            |   |                                                                  |   |   |   |                                                                  |   |   |   |                                                                                                                           |   |   |   |
|   Loss before other income and income taxes                |   | (46,143                                                          | )      |   |   | (23,255                                                          | )      |   |   | (656,116                                                                                                                  | )      |   |   |
|                                                            |   |                                                             |   |   |   |                                                             |   |   |   |                                                                                                                      |   |   |   |
|   Income from forgiveness of related party debt            |   | 0                                                                |   |   |   | 0                                                                |   |   |   | (34,691                                                                                                                   | )      |   |   |
|                                                            |   |                                                                  |   |   |   |                                                                  |   |   |   |                                                                                                                           |   |   |   |
|   Loss before income taxes                                 |   | (46,143                                                          | )      |   |   | (23,255                                                          | )      |   |   | (621,425                                                                                                                  | )      |   |   |
|   Income taxes                                             |   | 0                                                                |   |   |   | 0                                                                |   |   |   | 0                                                                                                                         |   |   |   |
|                                                            |   |                                                                  |   |   |   |                                                                  |   |   |   |                                                                                                                           |   |   |   |
|   Deficit accumulated during development stage             | $      | (46,143                                                          | )      |   | $      | (23,255                                                          | )      |   | $      | (621,425                                                                                                                  | )      |   |   |
|                                                            |   |                                                                  |   |   |   |                                                                  |   |   |   |                                                                                                                           |   |   |   |
|   Basic and diluted loss per share                         | $      | (NIL                                                             | )      |   | $      | (NIL                                                             | )      |   |   |                                                                                                                      |   |   |   |
|                                                            |   |                                                                  |   |   |   |                                                                  |   |   |   |                                                                                                                      |   |   |   |
|   Weighted average number of shares outstanding            |   | 38,978,370                                                       |   |   |   | 28,998,496                                                       |   |   |   |                                                                                                                      |   |   |   |
|                                                            |   |                                                                  |   |   |   |                                                                  |   |   |   |                                                                                                                      |   |   |   |
|                                                                 |        |                                                                  |        |        |        |                                                                  |        |        |        |                                                                                                                           |        |        |        |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |

See accompanying notes to financial statements.

F-2

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| **BELLACASA PRODUCTIONS, INC.**           |
|-------------------------------------------|
| (a development stage company)             |
|                                      |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| **Consolidated Statements of Cash Flows** |
| ** (unaudited)**                                                                                                                                                       |
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                                                                        |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                                                                                                                                                                        |   | **Three Months**** Ended**** March 31,**

** 2006** |   |   |   | **Three Months**** Ended**** March 31,**** 2005** |   |   |   | **Period from**** February 4,              2000****(****inception)**** through**** March 31,**** 2006** |   |   |   |   |
|                                                                                                                                                                        |   |  |   |   |   |  |   |   |   |  |   |   |   |   |
| Cash flows from operating activities:                                                                                                                                       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|    Deficit accumulated during development stage                                                                                                                   | $ | (46,143 | ) |   |  $ | (23,255 | )  |   |  $ | (621,425 | ) |   |   |   |
|    Adjustments to reconcile deficit accumulated during                  development stage to net cash used in operating activities: |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|             Depreciation                                                                                             |   | 259 |   |   |   | 259 |   |   |   | 6,591 |   |   |   |   |
|             Amortization of discount of note payable - related party                                                 |   | 200 |   |   |   | 0 |   |   |   | 1,300 |   |   |   |   |
|             Expenses paid by issuance of common stock                                                                |   | 19,200 |   |   |   | 22,500 |   |   |   | 267,202 |   |   |   |   |
|             Expenses paid by issuance of warrants and stock options                                                  |   | 0 |   |   |   | 0 |   |   |   | 25,765 |   |   |   |   |
|             Change in operating assets and liabilities:                                                              |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                Increase in prepaid expenses and other assets                                          |   | (290 | ) |   |   | (290 | ) |   |   | (139,884 | ) |   |   |   |
|                Increase (decrease) in accounts payable and accrued expenses                           |   | (27,595 | )  |   |   | 750 |   |   |   | 114,914 |   |   |   |   |
|                                                                                                                                                                        |   |  |   |   |   |  |   |   |   |  |   |   |   |   |
|                  Net cash used in operating activities                                      |   | (54,369 | )  |   |   | (36 | ) |   |   | (345,537 | ) |   |   |   |
|                                                                                                                                                                        |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Cash flows from investing activities:                                                                                                                                       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|    Purchase of equipment                                                                                                                                          |   | 0 |   |   |   | 0 |   |   |   | (6,900 | ) |   |   |   |
|    Advance to affiliate                                                                                                                                           |   |  0 |   |   |   |  0 |   |   |   | (30,000 | ) |   |   |   |
|                                                                                                                                                                        |   |  |   |   |   |  |   |   |   |  |   |   |   |   |
|                  Net cash used in investing activities                                      |   | 0 |   |   |   | 0 |   |   |   | (36,900 | ) |   |   |   |
|                                                                                                                                                                        |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Cash flows from financing activities:                                                                                                                                       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|    Proceeds from issuance of common stock                                                                                                                         |   | 0 |   |   |   | 0 |   |   |   | 219,550 |   |   |   |   |
|    Proceeds from issuance of preferred stock                                                                                                                      |   | 0 |   |   |   |  0 |   |   |   | 175,000 |   |   |   |   |
|    Advances from related parties                                                                                                                                  |   | 0 |   |   |   | 0 |   |   |   | 129,500 |   |   |   |   |
|    Repayment of related party loans                                                                                                                               |   | 0 |   |   |   |  0 |   |   |   | (73,500 | ) |   |   |   |
|                                                                                                                                                                        |   |  |   |   |   |  |   |   |   |  |   |   |   |   |
|                 Net cash generated by financing activities                                       |   | 0 |   |   |   | 0 |   |   |   | 450,550 |   |   |   |   |
|                                                                                                                                                                        |   |  |   |   |   |  |   |   |   |  |   |   |   |   |
|                 Change in cash                                                              |   | (54,369 | )  |   |   | (36 | )  |   |   | 68,113 |   |   |   |   |
|                                                                                                                                                                        |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Cash at beginning of period                                                                                                                                                 |   | 122,482 |   |   |   | 66 |   |   |   | 0 |   |   |   |   |
|                                                                                                                                                                        |   |  |   |   |   |  |   |   |   |  |   |   |   |   |
| Cash at end of period                                                                                                                                                       | $ | 68,113 |   |   |  $ | 30 |   |   |  $ | 68,113 |   |   |   |   |
|                                                                                                                                                                        |   |  |   |   |   |  |   |   |   |  |   |   |   |   |

See accompanying notes to financial statements.

F-3

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**BELLACASA PRODUCTIONS, INC.**** (a development stage company)**        Notes to Interim Financial Statements        March 31, 2006       (unaudited)

**Note 1 - Organization**

**           ** Aquamer, Inc. ("Aquamer") was formed as a Delaware corporation on February 4, 2000, for the purpose of developing medical products, using water-based tissue-bulking technology, for the fields of dermatology, gastroenterology and urology.

**           ** On January 26, 2005, pursuant to a stock purchase agreement and share exchange among Bellacasa Productions, Inc. ("Bellacasa" or the "Company"), Aquamer, and the shareholders of Aquamer, Bellacasa purchased all of the outstanding shares of Aquamer through the issuance of 28,504,148 shares of Bellacasa common stock directly to the Aquamer shareholders. Pursuant to the agreement, Aquamer became a wholly owned subsidiary of the Company. As a result of the agreement, the transaction was treated for accounting purposes as a recapitalization by the accounting acquirer (Aquamer, Inc.).

**           ** Accordingly, the financial statements included in the post merger filing are those of the accounting acquirer (Aquamer, Inc.) for all historical periods and are combined to include the operating results and cash flows of the accounting acquiree (Bellacasa Productions, Inc.) after January 26, 2005.**     **

**           ** Bellacasa Productions, Inc., a Nevada corporation, ("Bellacasa" or the "Company") was incorporated on July 28, 1998 for the purpose of operating in the entertainment industry, specifically in connection with the production and distribution of motion pictures.

**Note 2 - Basis of Presentation**

**           ** The financial statements presented herein have been prepared in accordance with the accounting policies described in the Company's December 31, 2005 amended Annual Report on Form 10-KSB/A and should be read in conjunction with the Notes to Consolidated Financial Statements which appear in that report. 

**           ** The preparation of these financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an ongoing basis, management evaluates its estimates, including those related to intangible assets, income taxes, insurance obligations and contingencies and litigation. Management bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other resources. Actual results may differ from these estimates under different assumptions or conditions.

**           ** In the opinion of management, the information furnished in this amended Form 10-QSB/A reflects all adjustments necessary for a fair statement of the financial position and results of operations and cash flows as of and for the three-month periods ended March 31, 2006 and 2005.

F-4

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**BELLACASA PRODUCTIONS, INC.**** (a development stage company)**        Notes to Interim Financial Statements        March 31, 2006       (unaudited)

**Note 2 - Basis of Presentation (Continued)**

**           ** All such adjustments are of a normal recurring nature. The consolidated financial statements have been prepared in accordance with the instructions to Form 10-QSB and therefore do not include some information and notes necessary to conform with annual reporting requirements.

**Principles of Consolidation**

            The financial statements included in the post merger filing are those of the accounting acquirer (Aquamer, Inc.) for all historical periods and are combined to include the operating results and cash flows of the accounting acquiree (Bellacasa Productions, Inc.) after January 26, 2005.**     **

**           ** All significant inter-company balances and transactions have been eliminated in consolidation including a pre-acquisition loan from Aquamer to Bellacasa in the amount of $30,000.

**Acquisition of Aquamer**

**Note 3 - Summary of Significant Accounting Policies**

**            Stock Based Compensation:**

**           ** On January 1, 2006, the Company adopted the provisions of Statement of Financial Accounting Standards ("SFAS") 123R, "Share-Based Payment" ("SFAS 123(R)"), which requires that companies measure and recognize compensation expense at an amount equal to the fair value of share-based payments granted under compensation arrangements.

F-5

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**BELLACASA PRODUCTIONS, INC.**** (a development stage company)**        Notes to Interim Financial Statements        March 31, 2006        (unaudited)

**Note 3 - Summary of Significant Accounting Policies (Continued)**

**           ** Prior to January 1, 2006, the Company accounted for its stock-based compensation plans under the recognition and measurement principles of Accounting Principles Board ("APB") Opinion 25, "Accounting for Stock Issued to Employees," and related interpretations, and would typically recognize no compensation expense for stock option grants if options granted had an exercise price equal to the market value of the underlying common stock on the date of grant.

**           ** The Company adopted SFAS 123(R) using the "modified prospective" method, which results in no restatement of prior period amounts. Under this method, the provisions of SFAS 123(R) apply to all awards granted or modified after the date of adoption. In addition, compensation expense must be recognized for any unvested stock option awards outstanding as of the date of adoption on a straight-line basis over the remaining vesting period. The Company calculates the fair value of options using a Black-Scholes option pricing model. There are currently no outstanding options subject to future vesting therefore no charge is required for the three months ended March 31, 2006. SFAS 123(R) also requires the benefits of tax deductions in excess of recognized compensation expense to be reported in the Statement of Cash Flows as a financing cash inflow rather than an operating cash inflow. In addition, SFAS 123(R) required a modification to the Company's calculation of the dilutive effect of stock option awards on earnings per share. For companies that adopt SFAS 123(R) using the "modified prospective" method, disclosure of pro forma information for periods prior to adoption must continue to be made.

**Earnings per Common Share:**

            Basic earnings per share is computed by dividing income available to common shareholders (the numerator) by the weighted-average number of common shares outstanding (the denominator) for the period. Diluted earnings per share assumes that any dilutive convertible securities outstanding were converted, with related preferred stock dividend requirements and outstanding common shares adjusted accordingly.

F-6

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**BELLACASA PRODUCTIONS, INC.**** (a development stage company)**        Notes to Interim Financial Statements        March 31, 2006        (unaudited)

**Note 3 - Summary of Significant Accounting Policies (continued)**

            It also assumes that outstanding common shares were increased by shares issuable upon exercise of those stock options for which market price exceeds the exercise price, less shares which could have been purchased by the Company with the related proceeds. In periods of losses, diluted loss per share is computed on the same basis as basic loss per share as the inclusion of any additional potential shares outstanding would be anti-dilutive. If the Company had generated earnings during the three months ended March 31, 2006, it would have added 300,000 common equivalent shares to the weighted average shares outstanding (none in the three months ended March 31, 2005) to compute the diluted weighted average shares outstanding. The impact of options and warrants to purchase 865,000 shares was not included in the computation of diluted earnings per share at March 31, 2006, because the exercise prices of these options and warrants were greater than the average share price during the measurement period.

**Selected Recent Accounting Pronouncements**

            In May 2005, the FASB issued SFAS No. 154, "Accounting Changes and Error Corrections," which replaces APB Opinion No. 20 "Accounting Changes," and FASB Statement No. 3 "Reporting Accounting Changes in Interim Financial Statements," and changes the requirements for the accounting for and reporting of a change in accounting principle. This Statement requires retrospective application to prior periods' financial statements of changes in accounting principle, unless it is impracticable to determine either the period-specific effects or the cumulative effect of the change. This Statement shall be effective for accounting changes and corrections of errors made in fiscal years beginning after December 15, 2005. The Company does not believe that adoption of SFAS 154 will have a material impact on its financial statements.

**Note 4 - Prepayments under Product Supply Agreement**

            Pursuant to a product supply agreement entered into by Aquamer in October 1999, the Company, in July 2005, prepaid $90,000 for the purchase of hydrogel product, based on poly-N-vinylpyrrolidone, as specified in certain U.S. Patents. In December 2005, the Company also paid $20,000 and recorded $30,000 as an account payable, which was paid in January 2006, for additional prepayment under the product supply agreement, which mandates minimum purchases of $50,000 per year.  The $110,000 cash payments and $30,000 additional billing satisfied the Company's purchase obligations for 2003, 2004 and 2005. No date has been set for the manufacturing of the product or delivery of the product to the Company.

F-7

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**BELLACASA PRODUCTIONS, INC.**** (a development stage company)**        Notes to Interim Financial Statements        March 31, 2006        (unaudited)

**Note 5 - Advances to Related Parties**

            The Company is the holder of a note receivable from the Company's director and former president for $29,000, which bears interest at 4% per annum. At March 31, 2006, the total balance outstanding, including accrued interest of $4,884, was $33,884. Interest for the three months ended March 31, 2006 and March 31, 2005 was $290 in each period.

**Note 6** - **Advances from Stockholder**

            In December 2001, a stockholder advanced $50,000 to the Company, which bears interest at 6% and is due and payable on demand. As of March 31, 2006, interest in the amount of $12,750 has been accrued, including $750 in the three months ended March 31, 2006 and $750 in the three months ended March 31, 2005.

**Note 7 - Convertible Note Payable - Related Party**

            In July, 2005, the Company issued to a related party an unsecured convertible note, with warrants attached, in the principal amount of $90,000 in exchange for $90,000 cash.  The note proceeds were used for prepayments under a product supply agreement described above in*  Note 4 - Prepayments under Product Supply Agreement.*  The note had a maturity date of January 15, 2007 and provided for interest at 12% per annum, payable semi-annually.

**           ** The note also provided for conversion into the Company's common stock, at the holder's option, at the lesser of $0.10 per share or the average of the two highest bids for the Company's common stock for the five days prior to conversion.

**           ** On February 1, 2006, the holder of the note exercised its right to convert the note into 900,000 shares of the Company's common stock.

**           ** The attached warrants are described below, in *Note 8 - Stockholders' Equity - Warrants Issued with Convertible Note.*

F-8

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**BELLACASA PRODUCTIONS, INC.**** (a development stage company)**        Notes to Interim Financial Statements         March 31, 2006       (unaudited)

**Note 7 - Convertible Note Payable - Related Party (Continued)**

**           ** Pursuant to the requirements *of Emerging Issues Task Force ("EITF") 98-5 "Accounting for Convertible Securities with Beneficial Conversion Features or Contingently Adjustable Conversion Ratios" and EITF 00-27"Application of Issue No. 98-5 to Certain Convertible Instruments,"*  the issuance of the $90,000 note and detachable warrants resulted in a discount being recorded in the amount of $3,530 from the beneficial conversion feature and relative fair value of the warrants, as determined using an appropriate valuation model, and was amortized over the term of the $90,000 note. From the date of issuance through February 1, 2006, the Company amortized a total of $1,300, including $200 in the quarter ended March 31, 2006, of the discount to interest expense. The beneficial conversion feature in the amount of $1,765 was credited to *Stockholders’ equity* - *Additional paid-in capital*  at the date of issuance of the note payable. Upon conversion, the principal balance of the note, $90,000, less the unamortized discount, $2,230, was credited to *Stockholders’ equity - Common stock and Stockholders' equity - Additional paid- in capital.*

**           ** The warrants and the shares of Common Stock issued upon conversion of the note are restricted as to transferability. The Company relied upon the exemption from registration under the Securities Act of 1933 provided by Section 4(2) thereof in connection with the issuance of the securities. The holder of the warrants and shares of Common Stock issued upon conversion may include the securities as part of any future registration statement of the Company pursuant to "piggy-back" registration rights.

**Note 8** - **Stockholders' Equity**

**            Capital Structure**

**           ** The Company is authorized by its Articles of Incorporation to issue 50,000,000 shares of common stock with a par value of $0.0001 and 25,000,000 shares of preferred stock. As of March 31, 2006 there were 39,379,648 shares of Common Stock issued and outstanding and there were no preferred shares issued as of that date.

**            Stock Issued in Exchange for Aquamer            **

**           ** On January 26, 2005, the Company issued 28,504,148 shares of Common Stock, which are restricted as to transferability, to the former shareholders of Aquamer, Inc. on the basis of one share of Bellacasa common stock for each share of Aquamer capital stock. The Company relied upon the exemption from registration under the Securities Act of 1933 provided by Section 4(2) thereof in connection with the issuance of the securities.

F-9

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**BELLACASA PRODUCTIONS, INC.**** (a development stage company)**        Notes to Interim Financial Statements        March 31, 2006       (unaudited)

**Note 8** - **Stockholders' Equity (Continued)**

**            Stock Issued for Services**

            On February 26, 2005, the Company issued 600,000 shares of Common Stock for services rendered.  The shares, which are restricted as to transferability, were valued at $22,500, or $0.0375 per share, which was representative of the approximate market value at the date of issuance. 

            On February 1, 2006, the Company issued 85,000 shares of Common Stock as partial compensation for consulting services pursuant to a five-month agreement ending March 31, 2006. The shares, which are restricted as to transferability, were valued at $17,000, or $0.20 per share, which was representative of the approximate market value at the date of issuance. Of the total expense, $6,800 was charged in the year ended December 31, 2005 and $10,200 in the quarter ended March 31, 2006. 

            Also on February 1, 2006, the Company issued 180,000 shares of Common Stock as partial compensation for consulting services pursuant to a one-year agreement ending September 30, 2006. The shares, which are restricted as to transferability, were valued at $36,000, or $0.20 per share, which was representative of the approximate market value at the date of issuance. Of the total expense, $9,000 was charged to expense in the year ended December 31, 2005; $9,000 in the quarter ended March 31, 2006; and the balance of $18,000 was recorded as a prepaid asset as of March 31, 2006, to be charged to expense during the remaining term of the agreement. 

            The Company relied upon the exemption from registration under the Securities Act of 1933 provided by Section 4(2) thereof in connection with the issuance of the above detailed securities.

            **Warrants - Issued with Convertible Note**

            In connection with the issuance of the Convertible Note Payable, described above in *Note 7 - Convertible Note Payable - Related Party* , the Company issued to the purchaser of the note 18-month warrants to purchase 180,000 shares of the Company's common stock at an exercise price of $0.10 per share. The expiration date of the warrants is January 15, 2007. The Company relied upon the exemption from registration under the Securities Act of 1933 provided by Section 4(2) thereof in connection with the issuance of the warrants. The warrant holder is entitled to certain "piggy-back" registration rights. At the date of issuance, the fair value of the warrants, $1,765, was credited to*  Stockholders' equity - Additional paid-in capital.*

F-10

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**BELLACASA PRODUCTIONS, INC.**** (a development stage company)**        Notes to Interim Financial Statements        March 31, 2006       (unaudited)

**Note 8** - **Stockholders' Equity (Continued)**

**                                - Issued for Services**

**           ** Pursuant to the terms of a consultancy agreement that was effective November 2005, the Company issued three-year warrants to purchase 85,000 shares of the Company's common stock at $0.30 per share. At the date of issuance, the fair value of the warrants, $4,165 was charged to expense and credited to*  Stockholders' equity - Additional paid-in capital.*  The warrants are restricted as to transferability. The Company relied upon the exemption from registration under the Securities Act of 1933 provided by Section 4(2) thereof in connection with the issuance of the warrants.

**             ** For valuing the warrants issued with the convertible note and the warrants issued for services, the Company uses the Black-Scholes option pricing model with the following assumptions.

| Table of Key Assumptions |
|--------------------------|
|                     |
| Year                     |   | Interest Rate |   | Dividend Yield |   | Expected Volatility |   | Expected Life |
|                          |   |  |   |  |   |  |   |  |
| 2005                     |   | 4.0% |   | 0.0% |   | 50.0% |   | 3-5 years. |
| 2004                     |   | 4.0% |   | 0.0% |   | 50.0% |   | n/a. |

**Note 9 - Stock Option Plan**

            In July 1998, the Company adopted the Bellacasa Productions, Inc. 1998 Stock Option Plan (the "Plan").  The Plan provides for the issuance of up to 1,000,000 shares of Common Stock 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.  In February 2005, stock options to purchase 50,000 and 400,000 shares of Common Stock were granted to two separate individuals, each having an expiration date of February 2010 and an exercise price of $0.15 per share.  In April 2005, a director, in connection with his resignation, returned to the Company the stock option for 50,000 shares. On October 1, 2005, an additional 200,000 stock options were granted with an expiration date of February 2010 and an exercise price of $0.20 per share. At the respective dates of issuance, the fair value of the 600,000 stock options, which totaled $21,600, was charged to expense and credited to*  Stockholders' equity - Additional paid-in capital.*   As of March 31, 2006, no other stock options had been granted and the total of stock options outstanding was 600,000.

**Note 10 - Commitments**

**           ** The Company has entered into the following agreements:***           *****

*            Amended and Restated Product Supply Agreement ("Supply Agreement")* and *Amended Patent Agreement ("Patent Agreement")*  each between Aquamer and Partners in Biomaterials, Inc. are effective March 31, 2006. The Supply Agreement, which terminates in February 2031 (unless Aquamer fails to secure FDA approval of its devices in which case the termination date may be in February 2012), obligates Aquamer to minimum annual purchases of $50,000.  The Patent Agreement is exclusive, has a term in perpetuity and requires Aquamer to pay royalties of 5% of net sales until patent expiration and 2% thereafter.

F-11

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**BELLACASA PRODUCTIONS, INC.**** (a development stage company)**        Notes to Interim Financial Statements        March 31, 2006       (unaudited)

**Note 10 - Commitments (Continued)**

***           ****Consulting Agreement with Stuart Hamill*, effective October 1, 2005, for a one-year term subject to month-to-month renewals for services related to securing regulatory approval for marketing the Company's products. Compensation is 15,000 shares of the Company's common stock per month for a total of 180,000 shares; stock options to acquire 150,000 shares of the Company's common stock; and 150,000 shares of the Company's common stock upon achieving certain milestones.***           ***

**Note 11 - 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 of the Successor Company of approximately $600,000, which raises 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 raise additional capital either in the form of common stock or convertible securities and continue research and development and pursue clinical trials to obtain necessary approvals to market the Company's products. There can be no assurance, however, that the Company will be successful in accomplishing its objectives.

F-12

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

**Description of Business**

**General**

**           ** Bellacasa Productions, Inc. ("we," "us," "our," the "Company", the "Registrant" or "Bellacasa"), a Nevada corporation, was formed in 1998.           

            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 shares of our Common Stock.  The agreement was amended on January 26, 2005, at which time the transaction was consummated.

            The acquisition was structured as a reverse takeover, whereby former shareholders of Aquamer obtained voting control over Bellacasa upon issuance of 28,504,148 shares of Bellacasa common stock, which represented approximately 78% of the total shares outstanding.  As a result, Aquamer became our wholly owned subsidiary.  Aquamer, Inc. was incorporated in Delaware on February 4, 2000.

**Business Overview**

**           ** Bellacasa Productions, Inc., through our wholly owned subsidiary, Aquamer, Inc., is a clinical development stage company with a platform technology that builds on over ten years of scientific effort.  We are a medical device company focused on the development and commercialization of three injectable biocompatible products.  The products we are developing consist of a water-based polymer technology utilized as a tissue-bulking agent in the fields of dermatology (*AquaDerm*) urology/gynecology (*AquaGen*), and gastroenterology (*AquaFlux* ).  Although we are a development stage company, our products are based on the results of several years of research and development, whereby we are now in the stage of preparing for, and executing on, clinical evaluation milestones. 

**           ** We intend our water-based injectable products to be utilized as a bulking agent in the respective fields of use. We believe that our products will have competitive advantages pertaining to increased maintenance of efficacy or tissue "bulking," safety, ease of injection and non-cumbersome operational management issues associated with shipping and storage.  Inherent in our technology is its biocompatibility, non-immunogenicity and lack of migration/absorption.  We seek to become a leading provider of minimally invasive injectable modalities for dermatology, urology and gastroenterology.* AquaDerm* has received an Investigational Device Exemption ("IDE") from the U.S. Food and Drug Administration ("FDA") and is undergoing pilot clinical evaluation. This product is being developed for the potential treatment of deep wrinkles, facial scars and various cosmetic plastic surgery procedures such as lip augmentation.*  AquaGen* has been designed for use as a bulking agent in minimally invasive treatment of stress urinary incontinence, the most common form of urinary incontinence.  *AquaFlux* is being developed as a bulking agent in the minimally invasive treatment of chronic heartburn or gastroesophogeal reflux disease ("GERD").

**Technology**

**           ** The bulking agent that comprises our products involves the use of a polymeric component from the poly-n-vinyl pyrrolidinone (PVP) family, which is recognized for its biocompatibility and extensive clinical use in other Class III (permanent implantable) medical devices.  PVP is a non-toxic, non-metabolized hydrogel that has been approved for use as a plasma volume expander, a plasma detoxifying agent, an orally-ingested diagnostic aid (complex of PVP and iodine), a component of soft contact lenses, a variety of dental applications, a filler for a permanent implantable urological device and as an excipient in the manufacturing of tablets containing a variety of drugs.  The dose of PVP used in our products is minimal; approximately 95% of the injected volume is water contained in the polymer matrix.

          The bulking agent is created under two patents owned by Partners in Biomaterials Inc. ("Partners"), an independent third party based in California.  Partners has granted us a worldwide perpetual license to the patents related to creation of the bulking agent and related intellectual property for use in our field of business. The patents expire on May 26, 2009 and July 10, 2010.  We seek to obtain regulatory approval and commercialize these products. The Patent License Agreement also provides us the opportunity to obtain rights to any improvements made by Partners, as it relates to products for use in our business.  We have also entered into a Product Supply Agreement with Partners, whereby Partners will supply us with polymer products in accordance with an agreed upon procedure and established price.           

**Products in Development**

**           ** We are developing the following products designed for use in dermatology, urology and gastroenterology:

***            Dermatology ***

*            AquaDerm* is targeted at the long-term effects of skin treatment.  *AquaDerm* addresses conditions of tissue atrophy due to aging, facial wrinkles and depressed scars, as well as soft tissue defects resulting from surgery and inflammatory skin diseases.  PVP has infinite molecular weight as a base polymer matrix, which impedes absorption and migration of polymer substrate into the surrounding tissue, thus lengthening the cosmetic effect. Most other injectable materials are suspensions (leading to the absorption of suspension media and migration of suspended particles) or biological in nature (such as collagen, which the body digests). Our product will be injected into the affected areas and filled to the appropriate point, making the defect flush with the surrounding tissue, or in the case of lip augmentation "plumped" to the desired size. Most products in the facial aesthetics/dermatology market today have the common drawback of migration/absorption.  Animal trials and initial human clinical trials indicate longer-term maintenance of results for *AquaDerm*.***           ***

***             Urology***

*            AquaGen* has been developed for use as a bulking agent in the minimally invasive treatment of stress urinary incontinence ("SUI"), the most common form of urinary incontinence.*  AquaGen*  is injected into the urethra/bladder junction (urinary sphincter muscle), reinforcing the muscle tissues around the bladder neck, the "bulking" of the closure mechanism that prevents accidental urine leakage.

            SUI relates to the accidental or unintentional leakage of urine. It afflicts, worldwide, more than 25 million people, 85% of whom are female.  Incontinence is a significant health issue, with millions experiencing complications related to incontinence at some point in their lives.  More than half of all women will suffer from SUI during their lifetime. The "stress" in stress urinary incontinence is not associated with mental or emotional stress, but rather with increases in physical stress or pressures exerted on the body. One cause of stress incontinence is a condition called Intrinsic Sphincter Deficiency or ISD. This condition is present when the urinary sphincter (the muscle surrounding the urethra that controls urine flow) is not strong enough to close the bladder neck. This open bladder neck allows urine to leak out whenever there is an increase in intra-abdominal pressure.

***            Gastroenterology***

*            AquaFlux* has been designed for use as a bulking agent in the minimally invasive treatment of chronic heartburn or gastroesophageal reflux disease ("GERD").*  AquaFlux* is utilized as a bulking agent to strengthen and build the sphincter muscle at the base of the esophagus through a minimally invasive procedure, reinforcing and augmenting the closure mechanism that prevents reflux or gastric heartburn.

            GERD is a condition whereby gastric contents from the stomach rise into the esophagus, known as reflux. In a normal stomach, the sphincter at the bottom of the esophagus (lower esophageal sphincter, or LES) opens to let food pass into the stomach and then closes to prevent the gastric contents in the stomach from rising into the esophagus. When a patient suffers from GERD, the lower esophageal sphincter relaxes at random times, allowing gastric contents from the stomach to reflux into the esophagus.  Afflicting 7% to 10% of the U.S. adult population, GERD is different from regular heartburn in that it can have serious health consequences beyond the persistent burning pain of heartburn. It can lead to more serious medical problems such as difficulty swallowing (dysphagia), painful swallowing (odynophagia), narrowing of the esophagus (strictures), and Barrett's esophagus, believed to be a premalignant lesion. Chronic hoarseness or laryngitis, respiratory problems (e.g., coughing, wheezing, asthma, recurrent pneumonia), and non-cardiac chest pain are sometimes associated with GERD. GERD patients may need to sleep sitting up or avoid bending over to prevent fluids from coming up from the stomach.

**Market Opportunity**            

            The market for aesthetic facial products has expanded at an estimated annual rate in excess of 35% since 2000. The range of products encompasses invasive and non-invasive treatment modalities to remedy aging and defective soft tissues of the face.  Products such as Botox® and collagen (Zyderm® and Zyplast®) are currently  "the gold standards" used by plastic surgeons and dermatologists in an office environment and now even by consumers under medical guidance (Botox® injections can be administered within a patient's home).  As the average age of the population increases, interest in skin rejuvenation and correction has increased.  More than 8.3 million surgical and non-surgical cosmetic procedures were performed in 2003, including rhytidectomy (facelift), liposuction, laser resurfacing, chemical peeling and soft tissue augmentation (American Society for Aesthetic Plastic Surgery). In addition, more than one million patients undergo surgery each year for skin cancer in the United States alone. Many of these lesions are resected from the face and necessitate reconstruction. As a result of the number of patients affected, there is great interest in filling substances for the skin for both cosmetic and reconstructive purposes.

            Urinary incontinence afflicts more than 25 million people worldwide, 85 percent of whom are female.  The condition may have negative emotional, social and hygienic consequences. The Agency for Health Policy and Research (AHCPR), a division of the Public Health Service, U.S. Department of Health and Human Services, estimates that urinary incontinence affects approximately 13 million people in the United States, of which 85% or 11 million are women. The same agency estimates the total cost (utilizing all management and curative approaches) of treating incontinence of all types in the United States as $15 billion.  Urethral bulking agents ("UBA") are currently recommended by AHCPR as first-line treatment for woman with ISD who do not have coexisting urethral hypermobility. Male patients can also benefit from a urethral bulking agent procedure, which is recommended as a first-line surgical treatment for men with ISD, according to the Agency for Health Policy and Research. According to the American College of Surgeons, there are approximately 400,000 prostate surgeries performed each year in the United States, and up to 20% of these men develop incontinence following the procedure. Additionally, urinary incontinence can result in a substantial decrease in a person's quality of life, and it is often the main reason a family may move an elderly relative into nursing home care.  We expect the incidence of urinary incontinence will rise as the percentage of elderly people continues to increase.  The Agency for Healthcare Research and Quality ("AHRQ") reported that vesicoureteral reflux (VUR) is primarily a pediatric concern, with a prevalence estimated to be as high as 3% of the U.S. pediatric population. Approximately 15,000 surgical procedures are performed per year to address this VUR issue. Patients with VUR grades 1 through 4 in this population are candidates for minimally invasive surgery using a bulking agent. Globally, the use of a bulking agent to correct the VUR condition can reduce patient costs related to continued use of antibiotics for treatment of chronic urinary tract infections, which can lead to more serious related complications.

            There is a large market for the treatment of chronic heartburn or gastroesophogeal reflux disorder.  More than 60 million Americans suffer from heartburn symptoms at least once a month.  Roughly 25 million or 4% to 7% of Americans, suffer from reflux on a daily basis.  PPIs or Proton Pump Inhibitors are the current standard in treatment.

            While the market opportunities are attractive, potential investors must be aware additional funds will be required to carry out more clinical trials and seek regulatory approvals.

**Intellectual Property**

            As mentioned above, Partners has granted us a worldwide perpetual license to all relevant technology and related intellectual property for use in our field of business.

**Patent License Agreement**

            The Patent License Agreement also provides us the opportunity to obtain rights to any improvements made by Partners, as it relates to products for use in our business. In accordance with the terms of the Patent License Agreement, we are obligated to pay to Partners a 5% royalty on sales of products incorporating their patents.  The Patent License Agreement may be terminated by either party for material breach or insolvency of the other party. We may also terminate upon 30 days notice to Partners. Partners may terminate if we do not invoice at least a cumulative $5 million for the three year period following the date regulatory approval is granted from the FDA for marketing or $5 million for any subsequent consecutive three year period. As mentioned elsewhere herein, additional clinical trials are required prior to our seeking regulatory approval.

**Product Supply Agreement**

           We have also entered into a Product Supply Agreement with Partners whereby Partners will supply polymer products to us in accordance with an agreed upon procedure and established price.  In October 1999, Aquamer entered into a product supply agreement with Partners for the purchase of its hydrogel product, based on poly-N-vinylpyrrolidone, as specified in certain U.S. Patents.  This agreement, which was amended in March 2002, May 2002 and October 2005, mandates we make minimum purchases of $50,000 per year. In July 2005, we paid $90,000 to satisfy our minimum purchase obligations for 2003 and 2004 and in December 2005, we paid $20,000 and were billed $30,000, which we paid in January 2006, to satisfy our obligations for 2005. Product will be manufactured for us and delivered to us in accordance with our scheduling requirements. The product is initially to be used for our clinical testing in the fields of dermatology, urology and gastroenterology.

            Effective March 31, 2006, Aquamer and Partners agreed to an Amended and Restated Supply Agreement that has a term of 25 years unless Aquamer does not receive FDA approval by March 2010. The agreement may be terminated by either party for material breach or insolvency of the other party. We may also terminate if Partners is unable to produce the product in a facility which complies with ISO/FDA requirements. Partners may terminate for non-payment of invoices for greater than 60 days and can also terminate upon 12 months notice. Aquamer has the right to purchase the manufacturing process and the rights to manufacture, if Partners terminates the agreement.

**Clinical Trials**

            We have received an approved Investigational Device Exemption ("IDE") from the FDA to conduct a pilot clinical trial study of the *AquaDerm* product. The study enrolled 20 patients at one site and all patients completed their follow-up per the protocol. No additional patients are expected to be enrolled at this site. Both our company and the principal study investigator concluded that the results of this feasibility study to date demonstrate the device is potentially both safe and efficacious, warranting further study under this IDE in a multi-center trial. As mentioned elsewhere, additional funds will be required to do more clinical trials and seek regulatory approval to market the product.

**Government Regulation**

            The potential production and marketing of our products and our ongoing research and development, pre-clinical testing and clinical trial activities are subject to extensive regulation and review by numerous governmental authorities both in the United States and abroad. Delays in or rejection of FDA or other government entity approval of our products may also adversely affect our business.*  AquaDerm* has received an Investigational Device Exemption ("IDE") from the U.S. Food and Drug Administration ("FDA") and is undergoing pilot clinical evaluation. 

            Periodically, legislative or regulatory proposals are introduced that could alter the review and approval process relating to medical devices. It is possible that the FDA will issue additional regulations further restricting the sale of our present or proposed products. Any change in legislation or regulations that govern the review and approval process relating to our current and future products could make it more difficult and costly to obtain approval for new products, or to produce, market, and distribute existing products.

            If national healthcare reforms, or other legislation or regulations are passed that impose limits on the number or type of allowable medical products or restrict a physician's ability to select specific products used in patient procedures, such changes could have a material adverse effect on the demand for our products.

**Research and Development**

            We spent no money on research and development activities for the quarter ended March 31, 2006 and the fiscal years ended December 31, 2005.

**Employees**

            Other than our president, Edwin Reilly, 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.

**Management's Discussion and Analysis or Plan of Operation**

            On November 15, 2004, we entered into a Stock Purchase Agreement to acquire all of the issued and outstanding stock of Aquamer, Inc., a development stage company. The transaction was structured as a reverse takeover, whereby former shareholders of Aquamer would obtain voting control over Bellacasa upon issuance to them of approximately 28,000,000 shares of Bellacasa common stock.

            On January 26, 2005, the Stock Purchase Agreement was amended to increase the number of shares to be issued to 28,504,148 and to extend the closing date to no later than January 31, 2005. On January 26, 2005, the transaction was closed in accordance with the terms of the Stock Purchase Agreement, as amended.

**Results of Operations**

            The following discussion and analysis provides information, which 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 related notes that appear elsewhere in this report.

*Three months ended March 31, 2006 and three months ended March 31, 2005 and since inception, February 4, 2000, (the date of Aquamer’s incorporation through March 31, 2006.*

            The financial statements included in this amended quarterly report are those of the accounting acquirer (Aquamer, Inc.) for all historical periods and are combined to include the operating results and cash flows of the accounting acquiree (Bellacasa Productions, Inc.) after January 26, 2005.

            **Sales -** Neither Bellacasa or its wholly owned subsidiary, Aquamer, have had any revenue since their respective dates of incorporation.

            **Costs and Expenses -** Total expenses for the three months ended March 31, 2006 were $46,143, compared to $23,255 in the three months ended March 31, 2005.

            Expenses in the first fiscal quarter of 2006 included general and administrative expenses of approximately $44,500 that consisted primarily of professional fees of approximately $41,500 for consulting, legal, accounting and digital document services; with the balance of approximately $3,000 for travel and meetings, transfer agency and insurance. Other expenses for the period were interest expense, $1,850; and depreciation, $259.

            Of the $41,500 professional fees, $19,200 was paid with our stock, in lieu of cash. Interest expense of $1,560 included $750 for interest accrued on the $50,000 shareholder advance; $1,100 for interest on the $90,000 convertible note of which $900 was accrued and $200 was amortized discount; offset by accrued interest income of $290 on our advance to a related party.

            Expenses for the three months ended March 31, 2005 were $23,255, which consisted of $22,500 for consulting and professional services that were paid for with shares of our stock, in lieu of cash; $259 for depreciation; $36 for bank charges and $750 for interest accrued on the $50,000 shareholder advance, which was offset by accrued interest income of $290 on our advance to a related party.

**           ** Costs and expenses since inception, as a development stage enterprise, were approximately $656,000. These costs and expenses consist of Aquamer's costs and expenses from its date of incorporation, February 4, 2000, up until its acquisition by Bellacasa on January 26, 2005 and then on a consolidated basis through March 31, 2006.

            **Gain on Debt Restructuring -** We did not have gain on debt restructuring in the first three months of 2006 or 2005.

            Since inception, we had approximately $35,000 of gain on debt restructuring. The gain was during the period from Aquamer's date of incorporation, February 4, 2000, up until its acquisition by Bellacasa on January 26, 2005 and then on a consolidated basis through March 31, 2006.

**            Net Loss - ** Net loss, before taxes, for the three months ended March 31, 2006 was $46,143.  Net loss, before taxes, for the three months ended March 31, 2005 was $23,255. The net change of approximately $22,000 resulted from the increase of fees for professional services of $19,000 and other expenses of approximately $3,000.

            Since inception, our losses through March 31, 2006 have totaled approximately $621,000.

            We have not reduced our net loss, for the three months ended March 31, 2006 or for the three months ended March 31, 2005, by any tax or tax benefit, consequently, for both periods, our net loss was the same before and after taxes.

            Net loss per share for both the three months ended March 31, 2006 and March 31, 2005 was less than $0.005 per share. Per share losses for the first quarter of 2006 and for the comparable 2005 period were based on 38,978,370 and 28,998,496 weighted average shares, respectively.

**Liquidity and Capital Resources**

            As of March 31, 2006, our cash balance was $68,113, as compared to $122,482 on December 31, 2005.

**           ** As of December 31, 2005, our liabilities totaled $246,246. On February 1, 2006, our note payable due in January 2007 was exchanged for 900,000 shares of our common stock in accordance with the conversion terms of the note.  Also in February 2006, the $15,800 accrued liability to issue shares was eliminated by the issuance of the agreed upon number of shares. 

           As of March 31, 2006, our total liabilities were $115,281, which consisted of an advance by one of our stockholders, Charles LaLoggia, of $50,000 and accounts payable and accrued expenses totaling $66,281, which includes accrued interest of $12,750 on the Charles LaLoggia advance. No arrangements have been made as to the repayment of the Charles LaLoggia liability, which is payable on demand.  

**           ** We intend to meet our cash needs for the next 12 months by the sale of securities or borrowings. We need to raise additional capital in order to pursue our business plan, and the required additional financing may not be available on terms acceptable to us, or at all. No binding commitment for an investment of funds in our company has been made, and a number of factors beyond our control may make any future financings uncertain.  Although we believe that the commencement of trading of our common stock on the OTC Bulletin Board has enhanced our capital raising ability, there is no assurance we will be able to sell our securities or borrow funds to pursue our business objectives. We will require the infusion of capital to sustain planned growth and continue the process for regulatory approval of the Aquamer products. Failure to raise enough capital to continue clinical trials may hold a significant risk to our shareholders.

            During the next two years (2006 and 2007), we plan to expand enrollment in our clinical trial for dermatology, file for an Investigational Device Exemption and initiate a small clinical trial for stress urinary incontinence, and file for an Investigational Device Exemption for gastroesophageal reflux disease.  The cost to carry out these activities will be approximately $1,100,000 during the two-year period.  Depending on when the activities commence in 2006, the approximate cost for the fiscal year ending December 31, 2006 will be $400,000. We plan to raise the necessary funds through investment banks and/or private investors. There can be no assurance, however, that we will be successful in raising the necessary capital.

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

**           ** Our consolidated financial statements, which are included in this Form 10-QSB/A, have been presented on a going concern basis, which contemplates the realization and the satisfaction of liabilities in the normal course of business.  Our liquidity has been adversely affected by losses of more than $620,000 since Aquamer's incorporation date,  February 4, 2000, which raises substantial doubt about our ability to continue as a going concern without additional capital contributions and/or achieving profitable operations.  Our management's plan includes raising additional capital either in the form of common stock or convertible securities and continuing our research and development efforts and pursuing clinical trials to obtain the necessary approvals to market our products. There can be no assurance, however, that we will be successful in accomplishing our objectives.

**Capital Expenditures**

           We did not make any capital expenditures in the first quarter of 2006 and we do not expect to make any significant capital expenditures during the remainder of the year.

** 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 March 31, 2006. This evaluation was accomplished under the supervision and with the participation of our chief executive officer, principal executive officer, chief financial officer/principal accounting officer who concluded that our disclosure controls and procedures are effective to ensure that all material information required to be filed in the quarterly report on Form 10-QSB has been made known to him. As of March 31, 2006, and the date of this Report, Edwin A. Reilly served as our Chief Executive Officer and Chief Financial Officer (which duties include that of principal accounting officer). There have been no changes in our internal controls over financial reporting which could significantly affect or are reasonably likely to materially 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**

**OTHER INFORMATION **

** ITEM 1 - LEGAL PROCEEDINGS**

            To the best knowledge of the officers and directors, the Company is not a party to any legal proceeding or litigation.

** ITEM 2 - UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS**

**            Common Stock** 

            On February 1, 2006, we issued a total of 1,165,000 shares of Common Stock consisting of the following:

            85,000 shares to Douglas Arnold, a consultant, as partial compensation for consulting services pursuant to a five-month agreement ending March 31, 2006. The shares, which are restricted as to transferability, were valued at $17,000, or $0.20 per share, which was representative of the approximate market value at the date of issuance. Of the total expense of $17,000, $6,800 was charged in the year ended December 31, 2005 and $10,200 in the quarter ended March 31, 2006.

            180,000 shares to Stuart Hamill, a consultant, as partial compensation for consulting services pursuant to a one-year agreement ending September 30, 2006. The shares, which are restricted as to transferability, were valued at $36,000, or $0.20 per share, which was representative of the approximate market value at the date of issuance. Of the total expense, $9,000 was charged to expense in the year ended December 31, 2005, $9,000 in the quarter ended March 31, 2006 and the balance of $18,000 was recorded as a prepaid asset as of March 31, 2006 to be charged to expense during the remaining term of the agreement.

            900,000 shares to Patricia Jenkins upon conversion of $90,000 principal amount of the Company's 12% unsecured convertible note payable.  The note, which had originally been issued on July 15, 2005, was converted in accordance with its terms at $0.10 per share.

            The above shares of Common Stock have not been registered under the Securities Act of 1933, as amended, or under any state securities laws and may not be offered or sold absent registration with the Securities and Exchange Commission or an applicable exemption from the registration requirements. 

            As of March 31, 2006, we had 39,379,648 shares of common stock outstanding.

** ITEM 3 - DEFAULTS UPON SENIOR SECURITIES**

            None.

** ITEM 4 - SUBMISSION TO A VOTE OF SECURITY HOLDERS**

            On April 28, 2006, the Board of Directors approved certain actions that required stockholder approval. On May 4, 2006, nine stockholders, owning 20,922,617 shares of our Common Stock outstanding as of the record date of April 28, 2006, consented in writing to the following actions:

            1. Approving an amendment to our Articles of Incorporation to change the name of the Company to Aquamer Medical Technologies, Inc.

            2. Approving an amendment to our Articles of Incorporation to increase the authorized shares of Common Stock from 50,000,000 shares to 300,000,000 shares.

            3. Approving the filing of the Amended and Restated Articles of Incorporation to reflect the change of our corporate name and the increase of the number of authorized shares of Common Stock.

            4. Approving an amendment to our stock option plan increasing the number of shares of Common Stock authorized for issuance under the 1998 Bellacasa Productions, Inc. Stock Option Plan (the "Stock Option Plan") from 1,000,000 shares to 5,000,000 shares of Common Stock and changing the name of the Stock Option Plan to reflect the change of our corporate name.

            Such approval and consent constitutes the approval and consent of holders of more than 50% of the outstanding shares of the Common Stock and is sufficient under the Nevada General Corporation Law and our Articles of Incorporation and Bylaws to approve the action. Accordingly, the actions were not be submitted to the other stockholders of Bellacasa.

            The above proposed amendments will take effect approximately 20 days after we furnish our stockholders with a Definitive Information Statement, which we expect to mail on or about July 19, 2006.

** ITEM 5 - OTHER INFORMATION**

            None.

** ITEM 6 - EXHIBITS**
|   | (a)    |   | Exhibits                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|--------|--------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|   |   |   | Exhibit 31.1 - Certification of the Company's Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, with respect to the registrant's amended Quarterly Report on Form 10-QSB/A for the quarter ended March 31, 2006.

Exhibit 32.1 - Certification of the Company's Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
|   |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |

** SIGNATURES**

**           ** In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
|   |   | Bellacasa Productions, Inc.                                             |
|--------|--------|-------------------------------------------------------------------------|
|   |   |                                                                         |
|   |   | (Registrant)                                                            |
|   |   |                                                                    |
| By:    |   | /s/ Edwin A. Reilly                                                     |
|   |   |                                                                         |
|   |   | Edwin A. Reilly              President and Chief Executive Officer |
|   |   |                                                                    |
| Date:  |   | July 17, 2006                                                           |