**UNITED STATES         SECURITIES AND EXCHANGE COMMISSION****Washington, D.C. 20549**Form 10-QSB
| [**X**] | QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2002.                  |
|---------|---------------------------------------------------------------------------------------------------------------------------------------------------|
| [ ]     | TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT             For the transition period from _________________ to _________________ |
| **BELLACASA PRODUCTIONS,            INC.**                                                                                                                                                                                                                                                                                                                                        |
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| A Nevada Corporation                                                                                                                                                                                                                                                                                                                                                              | I.R.S. Employer Identification No.            58-2412118 |
| Universal Studios, 100 Universal City            Plaza, Building #2352, Suite 305,            Universal City, California 91608                                                                                                                                                                                                                                                    |
| 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), and (2) has been subject            to such filing requirements for the past 90 days.            [**X**] Yes [ ] No |
| The number of shares outstanding of the            issuer's common equity, as of July 12, 2002 was 8,082,167.

Transitional Small Business Disclosure Format: Yes [            ] No [**X**]                                                                                                                                                                                       |

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

----

**PART I **

**Item 1. Financial Statements.** 
| **BELLACASA        PRODUCTIONS, INC.**                                                                     |
|------------------------------------------------------------------------------------------------------------|
| (A Development Stage Company)                                                                              |
|                                                                                                       |
| **Balance Sheets**                                                                                         |
|                                                                                                       |
| **Assets**                                                                                                 |
|                                                                                                       |   | **March 31,****2002          (Unaudited)** |   |   | **December 31,        2001** |   |   |
| Current assets:                                                                                            |   |   |   |   |   |   |   |
|      Cash                                                                              | $ | 2,878 |   | $ | 49,031 |   |   |
|      Prepaid offering costs (note 3)                                                   |   | - |   |   | 23,171 |   |   |
|                                                                                                       |   |  |   |   |  |   |   |
|             Total        current assets        |   | 2,878 |   |   | 72,202 |   |   |
|                                                                                                       |   |  |   |   |  |   |   |
| Investment in screenplays (note 4)                                                                         |   | 492 |   |   | 492 |   |   |
|                                                                                                       |   |  |   |   |  |   |   |
| Office furniture and equipment, net (note 7)                                                               |   | 1,911 |   |   | 2,098 |   |   |
|                                                                                                       |   |  |   |   |  |   |   |
|                                                                                                       | $ | 5,281 |   | $ | 74,792 |   |   |
|                                                                                                       |   |  |   |   |  |   |   |
| **Liabilities and Stockholders' Deficit**                                                                  |
| Current liabilities:                                                                                       |   |  |   |   |   |   |   |
|      Accounts payable and        accrued expenses (note 5)                             | $ | 141,494 |   | $ | 126,494 |   |   |
|      Other current liabilities                                                         |   | 9,250 |   |   | 1,000 |   |   |
|                                                                                                       |   |  |   |   |  |   |   |
|             Total        current liabilities   |   | 150,744 |   |   | 127,494 |   |   |
|                                                                                                       |   |  |   |   |  |   |   |
| Advances from stockholders (note 5)                                                                        |   | 194,052 |   |   | 205,401 |   |   |
|                                                                                                       |   |  |   |   |  |   |   |
|             Total        liabilities           |   | 344,796 |   |   | 332,895 |   |   |
|                                                                                                       |   |  |   |   |  |   |   |
| Stockholders' deficit:                                                                                     |   |  |   |   |  |   |   |
|      Common stock, $.0001        par value, authorized                                 |   |  |   |   |  |   |   |
|                50,000,000 shares, issued and outstanding                |   |  |   |   |  |   |   |
|                8,082,167 shares                                         |   | 809 |   |   | 809 |   |   |
|      Preferred stock, $.0001 par value, authorized                                     |   |  |   |   |  |   |   |
|         25,000,000 shares,        no shares issued and outstanding      |   |  |   |   | - |   |   |
|      Additional paid-in capital                                                        |   | 174,326 |   |   | 174,326 |   |   |
|      Deficit accumulated        during the development stage                           |   | (509,650 | ) |   | (428,238 | ) |   |
|      Stockholder receivable                                                            |   | (5,000 | ) |   | (5,000 | ) |   |
|                                                                                                       |   |  |   |   |  |   |   |
|             Total        stockholders' deficit |   | (339,515 | ) |   | (258,103 | ) |   |
|                                                                                                       |   |  |   |   |  |   |   |
|                                                                                                       | $ | 5,281 |   | $ | 74,792 |   |   |
|                                                                                                       |   |  |   |   |  |   |   |
| See accompanying notes to financial statements.                         |   |

----

| **BELLACASA PRODUCTIONS, INC.**                               |
|---------------------------------------------------------------|
| (A Development Stage Company)                                 |
|                                                          |
| **Statements of Operations**                                  |
|                                                          |   |   |   |   |   |   |   |   |   |   |   |   |
|                                                          |   |   |   |   | **Three months ended****March 31, 2002               (Unaudited)** |   |   | **Three months ended****March 31, 2001               (Unaudited)** |   |   | **Period from****July 28, 1998****(inception) through****March 31, 2002               (Unaudited)** |   |
|                                                          |   |   |   |   |   |   |   |   |
|                                                          |   |   |   |   |   |   |   |   |
|                                                          |
|                                                          |   |   |   |   |  |   |   |  |   |   |  |   |
|                                                          |   |   |   |   |   |   |   |   |   |   |   |   |
| Revenue                                                       |   |   | $ | - |   |   | - |   |   |                            -  |   |
|                                                          |   |   |   |   |  |   |   |  |   |   |  |   |
| Costs and expenses:                                           |   |   |  |   |   |  |   |   |  |   |
|      Product development and marketing    |   | - |   |   | - |   |   | (32,494 | ) |
|      Interest expense                     |   |   |  (750 | ) |   | - |   |   | (1,534 | ) |
|      Prepaid offering expense charged-off |   | (23,171 | ) |   | - |   |   | (23,171 | ) |
|      General and administrative           |   | (57,491 | ) |   | (34,609 | ) |   | (454,856 | ) |
|                                                          |   |   |   |   |  |   |   |  |   |   |  |   |
|                                                          | Total costs and expenses |   | (81,412 | ) |   | (34,609 | ) |   | (512,055 | ) |
|                                                          |   |   |   |   |  |   |   |  |   |   |  |   |
| Interest income                                               |   |   |   |                            -   |   |   | - |   |   | 2,405 |   |
|                                                          |   |   |   |   |  |   |   |  |   |   |  |   |
|                                                          | Net loss |   |   | $ | (81,412 | ) |   | (34,609 | ) |   | (509,650 | ) |
|                                                          |   |   |   |   |  |   |   |  |   |   |  |   |
| Basic and diluted loss per share                              | $ | (0.020 | ) |   | (0.004 | ) |   | (0.065 | ) |
|                                                          |   |   |   |   |  |   |   |  |   |   |  |   |
| Weighted average number of shares                             |   |  |   |   |  |   |   |  |   |
|      outstanding                          |   |   |   | 8,082,167 |   |   | 8,055,500 |   |   | 7,786,925 |   |
|                                                          |   |   |   |   |  |   |   |  |   |   |  |   |
|                                                          |   |   |   |   |  |   |   |  |   |   |  |   |
| See accompanying notes to financial statements.               |
|                                                               |  |  |  |  |  |  |  |  |  |  |  |  |

----

| **BELLACASA        PRODUCTIONS, INC.**                                                                                                            |
|---------------------------------------------------------------------------------------------------------------------------------------------------|
| (A Development Stage        Company)                                                                                                              |
|                                                                                                                                              |   |   |   |   |   |   |   |   |   |
| **Statements of Cash        Flows**                                                                                                               |
|                                                                                                                                              |   |   |   |   |   |   |   |   |   |
|                                                                                                                                              |   | **Three Months          Ended          March 31, 2002          (Unaudited)** |   |   | **Three Months          Ended          March 31, 2001          ( Unaudited)** |   |   | **Period from          July 28, 1998          (inception) through          March 31, 2002          (Unaudited)** |   |
|                                                                                                                                              |   |  |   |   |  |   |   |  |   |
| Cash flows from operating activities:                                                                                                             |   |   |   |   |  |   |   |  |   |
|    Net loss                                                                                                                             | $ | (81,412 | ) |   | (34,609 | ) |   | (509,650 | ) |
|    Adjustments to reconcile net loss to        net cash                                                                            |   |  |   |   |  |   |   |  |   |
|      used in operating activities:                                                                                            |   |  |   |   |  |   |   |  |   |
|                    Depreciation and amortization                                           |   | 187 |   |   | 1,923 |   |   | 4,861 |   |
|                    Common stock issued for services                                        |   | - |   |   | - |   |   | 38,003 |   |
|                    Change in operating assets and liabilities:                             |   |  |   |   |  |   |   |  |   |
|                      Accounts payable and accrued expenses                       |   | 15,750 |   |   | 24,861 |   |   | 142,244 |   |
|                      Prepaid offering costs                                      |   | 23,171 |   |   | - |   |   | - |   |
|                      Advances from (repaid to) stockholder                       |   | (11,349 | ) |   | 7,425 |   |   | 194,052 |   |
|                      Other liabilities                                           |   | 7,500 |   |   | - |   |   | 8,500 |   |
|                                                                                                                                              |   |  |   |   |  |   |   |  |   |
|                         Net cash (used in) operating activities   |   | (46,153 | ) |   | (400 | ) |   | (121,990 | ) |
|                                                                                                                                              |   |  |   |   |  |   |   |  |   |
| Cash flows from investing activities:                                                                                                             |   |  |   |   |  |   |   |  |   |
|    Organization costs                                                                                                                   |   | - |   |   | - |   |   | (2,223 | ) |
|    Purchase of property        and equipment                                                                                            |   | - |   |   | - |   |   | (4,409 | ) |
|                                                                                                                                              |   |  |   |   |  |   |   |  |   |
|                         Net cash used in investing activities     |   | - |   |   | - |   |   | (6,632 | ) |
|                                                                                                                                              |   |  |   |   |  |   |   |  |   |
| Cash flows from financing activities:                                                                                                             |   |  |   |   |  |   |   |  |   |
|    Proceeds from issuance        of common stock                                                                                        |   | - |   |   | - |   |   | 131,500 |   |
|                                                                                                                                              |   |  |   |   |  |   |   |  |   |
|                         Net cash provided by financing activities |   | - |   |   | - |   |   | 131,500 |   |
|                                                                                                                                              |   |  |   |   |  |   |   |  |   |
|                         Net increase (decrease) in cash           |   | (46,153 | ) |   | (400 | ) |   | 2,878 |   |
|                                                                                                                                              |   |  |   |   |  |   |   |  |   |
| Cash at beginning of period                                                                                                                       |   | 49,031 |   |   | 1,110 |   |   | 0 |   |
|                                                                                                                                              |   |  |   |   |  |   |   |  |   |
| Cash at end of period                                                                                                                             | $ | 2,878 |   |   | 710 |   |   | 2,878 |   |
|                                                                                                                                              |   |  |   |   |  |   |   |  |   |
| Supplementary disclosure of cash flow information:                                                                                                |   |  |   |   |  |   |   |  |   |
|                                                                                                                                              |   |  |   |   |  |   |   |  |   |
| Cash paid for interest                                                                                                                            |   | - |   |   | - |   |   | 784 |   |
|                                                                                                                                              |   |  |   |   |  |   |   |  |   |
| Cash paid for income taxes                                                                                                                        |   | - |   |   | - |   |   | - |   |
|                                                                                                                                              |   |  |   |   |  |   |   |  |   |
| See accompanying notes to financial        statements.                                                    |
|                                                                                                                                                   |  |  |  |  |  |  |  |  |  |

----

**Notes to Interim Financial Statements    March 31, 2002**

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

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

**(2)****Summary of Significant Accounting Policies**
> 
**(a)  ****Nature of development stage operations**

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

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

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

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

**(c)  ****Intangible assets**

Organization costs are amortized over a five-year period using the straight-line method.

**(d)  ****Income taxes**

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

Development stage operations, from inception through March 31, 2002, resulted      in net operating losses.  It is uncertain whether any tax benefit of      the net operating loss will be realized in future periods.  Accordingly,      no income tax provision or benefits have been recognized in the accompanying      financial statements.

The net operating loss carryforwards at March 31, 2002 available to offset taxable income in future periods amount to approximately $500,000 which will expire at various dates through 2022.

**(e)  Use of Estimates**

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

**(f)    ****Earnings per Common Share**

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

**(g)  ****Stock-Based Compensation**

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

**(3) Prepaid Offering Costs**

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

**(4) Investment in Screenplays**

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

**(5) Related Party Transactions**

Commencing in January 2000 through March 31, 2002, the principal stockholder has advanced $144,052 to the Company.  The advances are non-interest bearing, unsecured and due on October 31, 2003.  In addition, another stockholder has advanced $50,000 to the Company.  The advances bear interest at 6% and are due and payable with interest in June 2003. As of March 31, 2002, interest in the amount of $750 has been accrued.

Commencing October 1, 2000, the Company entered into an employment agreement with its principal stockholder and officer.  Terms of the agreement provide for an annual salary of $100,000.  Accordingly, the Company has accrued approximately $150,000 associated with this agreement through March 31, 2002, of which $10,000 has been paid and $140,000 has been included in accounts payable and accrued expenses in the accompanying balance sheet.

**(6) Deferred Compensation**

The Company has issued 375,000 shares to Directors and certain individuals which comprise a Board of Advisors, as payment for services to be provided over their appointed terms.  Accordingly, the payment is recorded as compensation expense during the period such services are provided.

**(7) Property and Equipment**

Property and equipment consists of the following:
|                          | **March 31, 2002**              | **March 31, 2001** |
|-------------------------------|---------------------------------|--------------------|
|                          |                            |               |
| Production equipment          | $    4,409  |               | 4,409  |   |
| Less accumulated depreciation |     (2,498)      |               |   (1,750) |   |
|                          |                            |               |   |   |
|                          | $    1,911  |               |      2,659 |   |

**(8) Stock Option Plan**

In July 1998, the Company adopted the BellaCasa Productions, Inc. 1998 Stock Option Plan (Plan).  The Plan provides for the issuance of up to 1,000,000 shares for options over a ten-year period.  Under provisions of the Plan, the purchase price for a share of stock subject to the options shall not be less then 100% of the fair market value of the stock at the date of grant.  As of March 31, 2002 and 2001 no options had been granted under the Plan.

**(9) Going Concern**

The Company's financial statements have been presented on a going concern basis which contemplates the realization and the satisfaction of liabilities in the normal course of business.  As more fully described below, the liquidity of the Company has been adversely affected by significant losses from operations.   The Company reported a net loss of $81,412 for the three months ended March 31, 2002 and losses of $157,482 and $127,241 for the years ended December 31, 2001 and 2000, respectively.  Additionally, there is a stockholders' deficit of $339,515 at March 31, 2002.

These conditions raise substantial doubt about the Company's ability to continue as a going concern without additional capital contributions and/or achieving profitable operations.  Management's plans are to continue its equity funding efforts in order to commence motion picture production activities.  However, there can be no assurance that the Company will be successful in accomplishing its objectives.

----

**Item 2. Management's Discussion and Analysis and Plan of Operation.** 

**General**

          Our company, BellaCasa Productions, Inc. was formed to operate as a motion picture studio. We plan to acquire, produce and market motion pictures for distribution to movie theaters and ancillary markets. Our activities to date have consisted primarily of organizational activities and raising capital through the sale of our common stock. We have been positioning our organization to begin making movies.

**Status of Public Offering of Securities [Item 701(f) Disclosure]**

          On December 7, 2002, our registration statement for the sale of 1,200,000 units consisting of common stock and warrants was deemed effective by the Securities and Exchange Commission. As of March 31, 2002, we had not sold any of the units. On June 18, 2002, we terminated the offering without selling any of the units.**  **

**Results of Operations**                The following discussion and analysis provides information our management believes is relevant to an assessment and understanding of our results of operations and financial condition. The discussion should be read in conjunction with the financial statements and footnotes that appear elsewhere in this report.        *Three Months Ended March 31, 2002, Three Months Ended March 31, 2001, and from Inception, July 28, 1998 through March 31, 2002:*                **Sales.** We are presently in the development stage of our motion picture production business. We did not have any sales since inception on July 28, 1998 through March 31, 2002.              **Costs and Expenses. **    Total costs and expenses for the three months ended March 31, 2002 were $81,412    compared to $34,609 in the three months ended March 31, 2001. This increase    in costs and expenses of $46,803 is primarily the result of writing-off $23,171    of prepaid offering expenses and incurring approximately $18,109 of travel    and promotional expenses which were indirectly related to the aborted public    offering. Included in Costs and Expenses is $25,000 for officer's salary    for the March 31, 2002 quarter and the same amount for the March 31, 2001    quarter. This amount was accrued for both periods although only $10,000 was    paid in the 2002 quarter and $-0- was paid in the comparable 2001 quarter.    The total of our costs and expenses since our inception is $512,055.

          **Losses. ** Our net loss, before taxes, for the three months ended March 31, 2002 was $81,412, an increase of $46,803, compared to $34,609 in the comparable three months of 2001.This increase was a result of the increase of costs and expenses referred to previously. Our losses since inception total $509,650.

          We have elected not to reduce our net loss by any tax benefit for the quarter ended March 31, 2002 or for the quarter ended March 31, 2001 or since inception.

          Our loss per share for the three months ended March 31, 2002 was $0.010 and for the three months ended March 31, 2001 was $ 0.004.  The loss per share was based on 8,082,167 weighted average common shares outstanding for the three months ended March 31, 2002 and 8,055,500 weighted average common shares outstanding for the three months ended March 31, 2001.

**Liquidity and Capital Resources**                As of March 31, 2002, we had cash in the amount of $2,878 compared to $49,031 on December 31, 2001. The reduction of cash primarily results from of our losses during the first quarter of 2002 less the non-cash expenses. The non-cash expenses include the write-off of costs for the terminated public offering for which cash had been expended in a prior period and the accrued but unpaid salary of Mr. Frank LaLoggia.

          We have not generated    cash flow from our operations. Our operating activities consumed $46,153 during    the quarter ended March 31, 2002, compared to $400 during the quarter ended    March 31, 2001. Since inception, we have consumed cash of $121,990.                Our current liabilities total $150,744 of which $140,000 is owed to our president, Mr. Frank LaLoggia pursuant to an employment agreement and $750 to Charles LaLoggia for accrued interest. Our long-term liabilities total $194,052 of which $50,000 is owed to stockholder, Charles LaLoggia and $144,052 is owed to our president, Mr. Frank LaLoggia, for advances they made to us.

          We intend to meet our cash needs over the next 12 months through the sale of our securities in private offerings or through borrowings. If we are unable to raise additional capital we may terminate our business or seek to be acquired. There is no assurance we will be able to raise sufficient funds to pursue our business objectives.

**Capital Expenditures**                We do not expect to make capital expenditures in the next 12 months.

**Ability to Continue as a Going Concern**

          Our financial statements, which are a part of this Form 10-QSB, have been presented assuming that we will continue as a going concern. As more fully described, our liquidity has been adversely affected by significant losses from operations. We reported a net loss of $81,412 for the three months ended March 31, 2002 and net losses of $157,482 and $127,241 for the years ended December 31, 2001 and 2000, respectively.  Additionally, there is a stockholders' deficit of $339,515 at March 31, 2002.

**Plan of Operation**

            We have not generated any revenue since our inception. We are a development stage company, and are dependent upon the raising of capital through placement of our securities. There can be no assurance that we will be successful in raising the capital we require through the sale of our securities

          We presently do not have enough cash to satisfy future cash requirements.  We will need a minimum of $300,000 for our cash requirements for the next 12 months. We were unsuccessful in our attempt to raise capital in a self-underwritten public offering which was terminated on June 18, 2002. We plan to pursue other methods of raising capital to complete the pre-production of a motion picture. Our initial short-term goal is to begin pre-production of one of our two developed motion pictures, "The Giant" or "Hands." We have not yet decided as to which film we will begin pre-production.

          There is no assurance we will be able to raise any funds, or if we do, the total  may not be enough to proceed with pre-production of a motion picture. If we only raise a nominal amount, for example, less than $120,000, we will use all proceeds for working capital, and it will be necessary for us to seek additional financing. If we are unsuccessful in doing so, we may have to cease operations.

          In light of our inability to raise funds from the public offering, we are presently reconsidering our business plan and may seek to be acquired or merge with a company in the film industry or in an unrelated industry.

**Employees**              We currently have    two employees, our president and chief executive officer, Mr. Frank LaLoggia    and his administrative assistant. We may utilize independent contractors and    consultants from time to time to assist in developing, producing and promoting    our motion pictures. Independent contractors are generally paid on a commission,    hourly or job-related basis, depending on the services being performed.

----

**PART II **

**Item 1. Legal Proceedings.** 

          None.

**Item 2. Changes in Securities.** 

          During the period    January 1, 2002 through March 31, 2002, we did not issue any securities.                As of March 31, 2002, we had 8,082,167 shares of common stock outstanding.**Item 3. Defaults Upon Senior Securities.**  

          Not applicable.

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

          Not applicable.

**Item 5. Other Information.** 

          Not applicable.

**Item 6. Exhibits and Reports on Form 8-K.** 
|   | (a)    |   | None.                                                                                          |
|--------|--------|--------|------------------------------------------------------------------------------------------------|
|   |   |   |                                                                                           |   |   |
|   | (b)    |   | There were no Reports on Form 8-K filed during the three months          ended March 31, 2002. |

**SIGNATURES **

          In accordance with 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/ Frank LaLoggia                                                 |   |
|   |   |                                                                    |   |
|   |   | Frank LaLoggia               President and Chief Executive Officer |   |
|   |   |                                                               |   |
| Date:  |   | July 14, 2002                                                      |   |
|   |   |                                                                    |   |