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

**Form 10-KSB/A**

| [X]                                                                          | ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES          EXCHANGE ACT OF 1934     |
|------------------------------------------------------------------------------|---------------------------------------------------------------------------------------------|
| For the fiscal year ended          December 31, 2001                         |
| [ ]                                                                     | TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES          EXCHANGE ACT OF 1934 |
| For the transition period from ________________          to ________________ |
| **Commission file number          000-49707**                                |

| **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 |
| Securities registered under Section 12(b)          of the Exchange Act:                                                    |
| Title of each class:*None*                                                                                                 | Name of each exchange on which registered:*Not applicable* |
|                                                                                                                       |
| Securities registered under Section 12(g)          of the Exchange Act:                                                    |
| *Common Stock, Class A          and Class B Warrants*                                                                      |

  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  Check if there is no disclosure of delinquent filers in response to Item 405  of Regulation S-B is not contained in this form, and no disclosure will be contained,  to the best of registrant's knowledge, in definitive proxy or information statements  incorporated by reference in Part III of this Form 10-KSB or any amendment to  this Form 10-KSB. [X]

Issuer did not have any revenue for the fiscal year ended December 31, 2001.

The issuer's stock is not trading; therefore there is no aggregate market value  of the common stock.

The number of shares outstanding of the issuer's common equity, as of July  12, 2002 was 8,082,167.

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| **BELLACASA PRODUCTIONS, INC.      FORM 10-KSB/A      TABLE OF CONTENTS** |
|---------------------------------------------------------------------------|
| **PART I**                                                                |
| Item 1                                                                    |   | Description of Business |
| Item 2                                                                    |   | Description of Property |
| Item 3                                                                    |   | Legal Proceedings |
| Item 4                                                                    |   | Submission of Matters to a Vote of      Security Holders |
|                                                                      |   |   |
| **PART II**                                                               |
| Item 5                                                                    |   | Market for Common Equity and Related      Stockholder Matters |
| Item 6                                                                    |   | Management's Discussion and Analysis and Plan of Operation |
| Item 7                                                                    |   | Financial Statements |
| Item 8                                                                    |   | Changes In and Disagreements with Accountants on Accounting      and Financial Disclosure |
|                                                                      |   |   |
| **PART III**                                                              |
| Item 9                                                                    |   | Directors, Executive Officers, Promoters and Control      Persons; Compliance with Section 16(a) of the Exchange Act |
| Item 10                                                                   |   | Executive Compensation |
| Item 11                                                                   |   | Security Ownership of Certain Beneficial Owners and      Management |
| Item 12                                                                   |   | Certain Relationships and Related      Transactions |
| Item 13                                                                   |   | Exhibits and Reports on Form 8-K |
|                                                                      |   |   |
| **SIGNATURES**                                                            |
| **INDEX TO FINANCIAL STATEMENTS**                                         |

**PART I**

**Item 1. Description of Business.**

**Background**

          We are a development  stage independent motion picture development, production and marketing company.  We were incorporated under Nevada law on July 28, 1998 to develop and produce  feature length motion pictures. Since inception, our activities have consisted  primarily of raising capital through the sale of our common stock and positioning  ourselves to begin making movies.

          As part of our  plan to develop our company, we filed a Registration Statement for an initial  public offering with the Securities and Exchange Commission.  On December  7, 2001, the Registration Statement was deemed effective.  The offering  is for up to 1,200,000 units, consisting of one share of common stock, one class  A and one class B warrant, at $1.00 per unit for a total maximum offering of  $1,200,000. The offering was not successful. On June 18, 2002, we terminated  the offering without having sold any units. 

          Shortly after our  incorporation, we acquired from Mr. Frank LaLoggia certain rights to two screenplays  entitled "The Giant" and "Hands." Mr. LaLoggia is our founder, president and  board chairman. We intend to produce motion pictures based on these literary  properties. We have begun to proceed with the pre-production stage for "The  Giant." Our pre-production has included interviewing potential cast members  and supporting staff. We have also made arrangements for the logistics of filming  on location outside of the United States and preparing our budgets. 

          As part of our  acquisition of the screenplay rights, we received more than 1,500 completed  storyboard drawings. Storyboards are visual representations of each camera setup  for use during the course of filming. "The Giant" which takes place at the end  of the 13th century is the story of the creation of the artistic masterpiece,  the sculpture of David, by Michelangelo. Historically, the citizens of Florence  have always referred to the statue as the "Giant." The excavation of the statue's  raw material, an 11-foot by 8-foot rock, in one piece, was a technological feat  for its day.

          In 1988 New Sky  Communications, Inc. ("New Sky"), a motion picture production company, produced  the film "Lady in White" which was written, directed and co-produced by Mr.  Frank LaLoggia. In continuing this business and creative relationship, New Sky  acquired certain rights to the screenplay "The Giant" and together with Mr.  Frank LaLoggia began the development of this motion picture. In July 1996, in  consideration of services rendered and funds expended, ownership rights to "The  Giant" were transferred to Mr. Frank LaLoggia, subject to New Sky retaining  the right to receive five percent of the budget of the film, to a maximum of  $750,000, if the film is produced.  Additionally, New Sky retained the  right to receive 15 percent of 100% of Mr. LaLoggia's share of any producer's  profit, excluding fees paid to him as a producer. New Sky will also receive  appropriate screen credit. If New Sky arranges financing or assists in producing  the film, additional compensation, fees and profit participation for such services  may be negotiated. There has been no preliminary contact or discussion and there  are no present plans, proposals, arrangements, or understandings with New Sky  regarding the possibility of arranging financing, assisting in production, or  providing additional compensation.

          Upon our formation  in July 1998, we issued to Mr. LaLoggia 4,951,000 shares of our common stock,  valued at $492, in exchange for his ownership rights in "The Giant", which were  subject to those rights retained by New Sky and a second screenplay, "Hands."  "Hands" is a modern-day thriller mixed with supernatural elements. The setting  for the film is primarily rural central Italy.

          We continue to  review other potential film projects. We have not acquired any options or entered  into any agreements regarding any projects other than "The Giant" and "Hands."   We have, however, entered into negotiations to acquire the rights to produce  a movie based on the biography of the legendary comedy team of Bud Abbott &  Lou Costello, as portrayed in "Lou's on First." There is no assurance that we  will be able to acquire these rights, and we have no future financial commitments  to acquire any other film rights. 

**Competition**

          The motion picture  industry is intensely competitive. Competition comes from companies within the  same business and companies in other entertainment media that create alternative  forms of leisure entertainment. We will be competing with the major film studios  that dominate the motion picture industry. Some of these firms we compete with  include: News Corporation's Twentieth Century Fox; AOL Time Warner's Warner  Bros. including Turner, New Line Cinema and Castle Rock Entertainment; Viacom's  Paramount Pictures; Vivendi Universal's Universal Studios; Sony Corp.'s Sony  Pictures including Columbia and TriStar; Walt Disney Company's Buena Vista,  Touchstone and Miramax and Metro-Goldwyn-Mayer including MGM Pictures, UA Pictures,  Orion and Goldwyn.  We will also compete with numerous independent motion  picture production companies, television networks, and pay television systems,  for the acquisition of literary properties, the services of performing artists,  directors, producers, and other creative and technical personnel, and production  financing.  Nearly all of the firms we will compete with are organizations  of substantially larger size and capacity, with far greater financial and personnel  resources and longer operating histories, and may be better able to acquire  properties, personnel and financing, and enter into more favorable distribution  agreements. In addition, our films compete for audience acceptance with motion  pictures produced and distributed by other companies. Our success is dependent  on public taste, which is both unpredictable and susceptible to rapid change. 

          In order to be  competitive, we intend to create independent motion pictures of aesthetic and  narrative quality comparable to the major film studios that appeal to a wide  range of public taste both in the United States and abroad.  We plan to  be very selective in which literary properties we will acquire and develop and  which on- and off-screen talent we will employ.  Also, we plan on exploiting  all methods of distribution available to motion pictures.

**Description of Motion Picture Industry**

General

          Movies have been  a popular form of entertainment since before World War I. It has been a steady  growth industry since the first silent movie.  In its most recent release,  issued in 2001, for the year 2000, the Motion Picture Association of America,  which only issues U.S. statistics, reported that box office receipts in the  United States grew nearly 60% since 1991's $4.80 billion to $7.66 billion in  2000. The number of admissions to movie theaters in the United States was approximately  1.42 billion in 2000 up approximately 25% from 1.14 billion in 1991. The motion  picture industry in the United States has changed substantially over the last  30 years and continues to evolve rapidly. With the advent of network, broadcasting  television alliances, cable television and home video, the market has expanded  faster than at any other time. Movies are being bought for pay-television cable  networks as well as for the traditional outlets of theaters and network television.  With the expansion of audience markets, distribution is no longer limited to  the major distributors and the broadest possible audience appeal. With this  media expansion, less general, more specific audiences can be sought and profitably  exploited such as for science fiction or horror films or films geared to children  or to women.

          Historically, the  major studios financed, produced and distributed the vast majority of American-made  motion pictures. More recently, independent producers have produced many of  the motion picture releases. Today, much of the financing and distribution of  significant motion pictures remains in the control of the major studios. Many  of the major Hollywood film production companies have become part of large conglomerate  business operations, or have, for a variety of reasons, diversified their operations.  As a result, these companies have adopted a policy of producing only a relatively  small number of films each year. Consequently, many smaller, independent film  production companies, much like our company, have been established in recent  years.

          The following general  description is a simplified overview of the complex process of producing motion  pictures and is intended as an aid in understanding the film industry and does  not describe what will necessarily occur in the case of any particular motion  picture. The general description applies to independent film companies, as well  as to major motion picture studios.  The business of BellaCasa will involve  the actual development and production of motion pictures.

          The procedures  and practices described in the following generalized discussion relating to  the motion picture industry are intended only to provide a background against  which the business of our company may be evaluated. There can be no assurance  that the procedures and practices described in the following generalized discussion  will apply in any particular instance to the business of BellaCasa.

          Production of Motion  Pictures

          During the filmmaking  process, which takes approximately 12 to 24 months from the start of the development  phase to theatrical release, a film progresses through several phases. The four  stages of motion picture production are development, pre-production, principal  photography and post-production. After the movie producer completes that process,  the film is distributed and marketed. The following is a brief summary of each  stage of production.

          Development and  Pre-production

          In the development  stage of a motion picture project, literary material for the project is acquired,  either through an option to acquire such rights, or by engaging the writer to  create original literary material. If the literary material is not in script  form, a writer must be engaged to create a script. The script must be sufficiently  detailed to provide the production company and others participating in the financing  of a motion picture with enough information to estimate the cost of producing  the motion picture. Only a small percentage of projects in development will  become completed motion pictures. During the pre-production stage, the production  company hires creative personnel including the principal cast members. It also  uses this time to establish shooting locations and schedules. The production  company also prepares the budget and secures the necessary financing. Pre-production  activities are usually more expensive than the development process. In cases  involving unique or desired talent, commitments must be made to keep performers  available for the picture.

          Principal Photography  and Post-production

          The process of  principal photography is the actual filming of a motion picture. During principal  photography, almost all of the film footage is shot, although additional scenes  may be added during post-production. This part of the making of a movie together  with creating special effects is the most costly stage of producing a motion  picture. Principal photography generally takes from eight to twelve weeks to  complete. Bad weather at locations, the illness of a cast or crew member, disputes  with local authorities or labor unions, a director's or producer's decision  to shoot scenes for artistic reasons, and other, often unpredictable, events  can seriously delay the scheduled completion of principal photography and substantially  increase its costs. If a motion picture reaches the principal photography stage,  it usually will be completed. Following principal photography is the post-production  stage. During post-production, the motion picture film is edited to its final  form. Music is added, as is dialogue and special effects. Music and film action  are synchronized during this stage as the film is brought to its completed form.   The picture negative is then readied for the production of release prints. While  the post-production stage may extend for any period, depending upon editing  difficulties or the addition of new material, on the average, post-production  may take from approximately 2 to 4 months. Most motion pictures that reach the  post-production stage are eventually completed and distributed.

Distribution of Motion Pictures

          One of the most  important aspects of the motion picture industry is distribution.  Once  a film is produced, it must be distributed. Whether a motion picture is produced  by a major studio or an independent production company, arrangements with various  distributors must be developed.  An important distinction between the distribution  of major studio films and independent productions is that studios have close  and longstanding distribution arrangements with various distributors in numerous  distribution channels, whereas independent production companies may have to  develop distribution arrangements on a film-by-film basis.

          The major studios  have extensive national and worldwide distribution organizations which are either  owned by their parent companies or have close affiliations with their parent  companies.  Films produced by the studios' production companies generally  have a ready made distribution arrangement.  Additionally, the major studios  are able to arrange for special distribution agreements in which exhibitors  are required to obtain licenses for a second or even a third film in order to  gain access to their higher profile and most desirable "blockbusters" included  in the studio's offered slate of pictures.

          In contrast, independent  production companies such as BellaCasa that do not have existing distribution  arrangements must seek favorable distribution arrangements. We will not have  more than one film available so we will not have the option to offer distributors,  or require them to accept, a package consisting of more than one film.

          There can be no  assurance that we will be able to obtain distributors for our films; however,  we believe that if we are able to obtain commitments of appropriate, internationally  recognizable actors; appealing literary properties; and respected production  personnel, our film properties would be suitable for distribution.

          Although the likelihood  of developing a distribution arrangement may be increased by addressing the  above-mentioned factors, the likelihood of developing a favorable distribution  arrangement is dependent upon several factors beyond our control.  Some  of these factors include: the relative current demand for our type of film offering;  the industry-wide supply of that type and competing types of films available  for distribution; the financial strength of the potential distributors, and  the ever-changing demands of the movie-going public.  Additionally, if  our initial attempts to arrange for a distributor are not successful, then arranging  for distribution may become more difficult because our bargaining power may  have been diminished, and we may not be able to negotiate favorable terms because  our film may be deemed to be undesirable.  Circumstances such as these  may force us into distribution agreements with smaller distributors who may  prove to be unable to effectively execute a successful marketing and distribution  campaign.

          Because the financing  of our motion pictures may be dependent on funds from developing favorable distribution  arrangements, if we are unable to arrange for distribution, we may not be able  to finance the completion of our motion pictures or adequately promote our motion  pictures.

          Motion picture  revenues are derived from the worldwide licensing of a motion picture to several  distinct markets, each having its own distribution network and potential for  profit. The selection of the distributor for each of our feature films will  depend upon a number of factors. Our most basic criterion is whether the distributor  has the ability to secure bookings for the exhibition of the film on satisfactory  terms. We will consider whether, when and in what amount the distributor will  make advances to us. We will also consider the amount and manner of computing  distribution fees and the extent to which the distributor will guarantee certain  print, advertising and promotional expenditures.

          Most of the revenues  produced by a film are usually generated during the first five years after the  film's initial domestic theatrical release. Movies that are commercially successful  may continue to generate revenues beyond five years from the re-licensing of  distribution rights in certain media, including television and home video, and  from the licensing of distribution rights with respect to new media and technologies.  The timing of revenues received from the various sources varies from film to  film. The markets for film product have been undergoing rapid changes due to  technical and other innovations. As a consequence, the sources of revenue available  have been changing rapidly and the relative importance of the various markets  as well as the timing of such revenue have also changed and can be expected  to continue to change.

          The following is  a brief summary of each of the sources of revenue from motion pictures and the  distinct distribution process associated with each. We expect our movies to  generate revenue from all of these sources.

          Theatrical Distribution

          The distributor  and theatrical exhibitor generally enter into license agreements providing for  the payment by the exhibitor to the distributor of a percentage of box office  receipts after deducting the exhibitor's overhead or a flat amount. The percentage  generally ranges from 35-60% and may change for each week the film plays in  a specific theater, depending on the motion picture's success at the box office.   The balance, known as the gross film rental, is remitted to the distributor.  The distributor then retains a distribution fee from the gross film rental and  recovers the costs of distributing the film, consisting primarily of advertising,  marketing, and production cost, and the cost of manufacturing release prints.   The balance, if any, after recouping any advance or minimum guarantee previously  paid is then paid to the producer based on a predetermined split between the  producer and distributor.

          Theatrical Distribution-United  States

          Recently, United  States theatrical exhibition has generated a declining percentage of the total  income earned by most pictures largely because of the increasing importance  of cable and pay television, home video and other ancillary markets. Nevertheless,  the total revenues generated in the United States theatrical market are still  increasing and are still likely to account for a large percentage of revenues  for a particular film. In addition, performance in the United States theatrical  market generally has a profound effect on the value of the picture in other  media and other markets. For a picture's initial theatrical release, the United  States theater exhibitor will usually pay to a distributor a percentage of the  box office receipts which is negotiated based upon the expected appeal of the  motion picture. The percentage of box office receipts remitted to the distributor  is known as film rentals and customarily diminishes during the course of the  picture's theatrical run.  Typically, the distributor's share of total  box office receipts over the entire initial theatrical release period will average  between 35 to 60 percent; the exhibitor will retain the remaining 40 to 65 percent.  The exhibitor will also retain all receipts from the sale of food and drinks  at the theater. Occasionally, an exhibitor will pay to the distributor a flat  fee or percentage of the box office receipts against a guaranteed amount.

          Theatrical Distribution-Foreign

          While the value  of the foreign theater market varies due to currency exchange rate fluctuations  and the political conditions in the world or specific territories, it continues  to provide a significant source of revenue for theatrical distribution.   Because this market is comprised of a multiplicity of countries and, in some  cases, requires the making of foreign language versions, the distribution pattern  stretches over a longer period of time than does the United States theatrical  market. Major studios usually distribute motion pictures in foreign countries  through local entities. Distribution fees to these firms usually vary between  35 and 40 percent depending upon the territory or financial arrangements.   These local entities generally will be either wholly-owned by the distributor,  a joint venture between the distributor and another motion picture company,  or an independent agent or sub-distributor.  These local entities may also  distribute motion pictures of other producers, including some major studios.  Film rental agreements with foreign exhibitors take a number of different forms,  but typically provide for payment to a distributor for a fixed percentage of  box office receipts or a flat amount. Risks associated with foreign distribution  include fluctuations in currency values and government restrictions or quotas  on the percentage of receipts that may be paid to the distributor, the remittance  of funds to the United States and the importance of motion pictures to a foreign  country.

          Home Video

          A motion picture  typically becomes available for videocassette and digital videodisk or DVD distribution  within four to six months after its initial domestic theatrical release.   Home video distribution consists of the promotion and sale of videocassettes  and DVD to local, regional and national video retailers who rent or sell cassettes  and disks to consumers primarily for home viewing.   Most films are  sold at a wholesale price to video rental stores, which rent the cassettes and  DVD to consumers.  Owners of films generally do not share in rental income.   Following the initial marketing period, selected films are re-marketed at a  wholesale price for sale in cassette or DVD form to consumers.

          The home video  market in the Unites States and abroad has experienced substantial growth in  the past several years and film industry analysts predict a period of continued  growth. There are indications, however, that accessing movies "on demand" on  a pay-per-view basis may be a viable alternative to video rental as new technology  is developed in the future. This development may impact video rentals but would  likely be offset by comparable increases in pay- per-view usage and profit margins  due to lower distribution costs and lower prices for viewers plus the convenience  of faster selection and at-home selection.

          Certain foreign  territories in particular have seen increased utilization of home video units  due to the relative lack of diversified television programming. Sales of videocassettes  have increased in such markets in recent years. Although growth in this area  may slow because of an increase in television programming in such foreign territories,  receipts from home video in these markets can be expected to continue to be  significant. Home video arrangements in international territories are similar  to those in domestic territories except that the wholesale prices may differ.

          Television

          Television rights  are generally licensed first to pay-per-view for an exhibition period within  six to nine months following initial US theatrical release. Within 12 to 15  months after the initial domestic release, the rights are then licensed to pay  television, then in certain cases to free television for an exhibition period,  and then to pay television again. These films are then syndicated to either  independent stations or basic cable outlets.

          Cable and Pay Television

          Pay television  rights include rights granted the cable, direct broadcast satellite, pay-per-view  and other services paid for by subscribers. Pay television companies have entered  into output contracts with one or more major motion picture production companies  on an exclusive or non-exclusive basis to insure themselves a continuous supply  of motion picture programming. Some pay television services have required exclusivity  as a precondition for such contracts. Pay-per-view television allows subscribers  to pay for individual programs, including recently released movies, on a per  use basis.  Pay television allows cable television subscribers to view  such channels as HBO, Showtime, The Movie Channel, Lifetime, and A&E, which  are offered by their cable system operators for a monthly subscription fee.   Since groups of motion pictures are typically packaged and licensed for exhibition  on television over a period of time, revenues from these television licensing  "packages" may be received over a period that extends beyond five years from  the initial domestic theatrical release of a particular film.  Motion pictures  are also packaged and licensed for television broadcast in international markets.

          Network Television

          In the United States,  broadcast network rights are granted to ABC, CBS, Fox, NBC or other entities  formed to distribute programming to a large group of stations. The commercial  television networks in the United States license motion pictures for a limited  number of exhibitions during a period that usually commences two to three years  after a motion picture's initial theatrical release. During recent years, only  a small percentage of motion pictures have been licensed to network television,  and the fees paid for such motion pictures have declined. This decline is generally  attributed to the growth of the pay television and home video markets, and the  ability of commercial television networks to produce or acquire made-for-television  motion pictures at a lower cost than license fees previously paid for theatrical  motion pictures.

          Television Syndication

          Distributors also  license the right to broadcast a motion picture on local, commercial television  stations in the United States, usually for a period commencing five years after  initial theatrical release of the motion picture, but earlier if the producer  has not entered into a commercial television network license. This activity,  known as syndication, has become an important source of revenues as the number  of, and competition for programming among, local television stations has increased.

          Foreign Television  Syndication

          Motion pictures  are now being licensed in the foreign television market in a manner similar  to that in the United States. The number of foreign television stations as well  as the modes of transmission has been expanding rapidly, and the value of such  markets has been likewise increasing and should continue to increase.

          Producers may license  motion pictures to foreign television stations during the same period they license  such motion pictures to television in the United States.  Governmental  restrictions and the timing of the initial foreign theatrical release of the  motion pictures in a particular country may delay the exhibition of a motion  picture in that country.

          International Markets  Growth and Tastes

          Motion picture  distributors and producers derive revenue from international markets in the  same media as domestic markets.  The growth of foreign revenues has been  dramatic, and now accounts for more than half of the total revenues of many  films. The increase in revenues is currently being driven primarily from the  growth of television abroad. The increase in foreign television viewers and  foreign revenues is likely to continue.  Although the increased level of  foreign viewers affects the revenues of most films, the effect is not uniform.   Action films and films with major stars benefit most from foreign revenues as  compared to films with uniquely American themes with unknown actors.

          Non-Theatrical  and Other Rights

          Films may be licensed  for use by airlines, schools, public libraries, community groups, the military,  correctional facilities, cruise ships and others.

          We anticipate not  only acquiring and producing motion pictures but also capitalizing on other  marketing opportunities associated with these properties. We intend to exploit  all available rights in each film, including the publishing and promotion of  music, the incorporation of original songs on the sound track for subsequent  use in promotion, sound track albums and story-telling records and the licensing  of merchandising rights.

**Government and Other Regulation**

Censorship

          An industry trade  association, the Motion Picture Association of America, assigns ratings for  age group suitability for domestic theatrical distribution of motion pictures  under the auspices of its Code and Rating Administration. The film distributor  generally submits its film to the Code and Rating Administration for a rating.  We plan to follow the practice of submitting our pictures for ratings.

          Television networks  and stations in the United States as well as some foreign governments may impose  additional restrictions on the content of a motion picture that may wholly or  partially restrict exhibition on television or in a particular territory.

          We will not engage  in the production of X-rated material. We plan to make motion pictures that  appeal to the tastes of the vast majority of the movie-going public. We plan  to produce our motion pictures so there will be no material restrictions on  exhibition in any major market or media. This policy may require production  of "cover" shots or different photography and recording of certain scenes for  insertion in versions of a motion picture exhibited on television or theatrically  in certain territories.

          There can be no  assurance that current and future restrictions on the content of our films may  not limit or affect our ability to exhibit our pictures in certain territories  and media.

          Theatrical distribution  of motion pictures, in a number of states and certain jurisdictions, is subject  to provisions of trade practice laws passed in those jurisdictions. These laws  generally seek to eliminate the practice known as "blind bidding" and prohibit  the licensing of films unless theater owners are invited to attend screenings  of the film first. In certain instances, these laws also prohibit payment of  advances and guarantees to film distributors by exhibitors.

Labor Laws

          Many individuals  associated with our productions, including actors, writers and directors, are  members of guilds or unions, which bargain collectively with producers on an  industry-wide basis from time to time. Our operations are dependent upon our  compliance with the provisions of collective bargaining agreements governing  relationships with these guilds and unions. Strikes or other work stoppages  by members of these unions could delay or disrupt our activities. However, the  extent to which the existence of collective bargaining agreements may affect  us in the future is not currently determinable.

Intellectual Property Rights

          Rights to motion  pictures are granted legal protection under the copyright laws of the United  States and most foreign countries.  These laws provide substantial civil  and criminal penalties for unauthorized duplication and exhibition of motion  pictures. Motion pictures, musical works, sound recordings, artwork, and still  photography are separately subject to copyright under most copyright laws. We  plan to take appropriate and reasonable measures to secure, protect, and maintain  copyright protection for all of our pictures under the laws of the applicable  jurisdictions. Motion picture piracy is an industry-wide problem. Our industry  trade association provides a piracy hotline and investigates all piracy reports.   The results of such investigations may warrant legal action, by the owner of  the rights, and, depending on the scope of the piracy, investigation by the  Federal Bureau of Investigation with the possibility of criminal prosecution.

          Copyright in a  motion picture is automatically secured when the work is created and "fixed"  in a copy. The United States Copyright Office registers claims to copyright  and issues certificates of registration but does not "grant" or "issue" copyrights.  Only the expression (camera work, dialogue, sounds, etc.) fixed in a motion  picture is able to be protected under copyright. Copyright does not cover the  idea or concept behind the work or any characters portrayed in the work.   Registration in the Copyright Office establishes a public record of the copyright  claim.

          To register a motion  picture, a signed application; a complete copy of the motion picture being registered;  a written description of the contents of the motion picture; and a filing fee  must be sent to the United States Copyright Office.  A copyright registration  is effective on the date the Copyright Office receives all the required elements  in acceptable form.

          Ordinarily, a number  of individuals contribute authorship to a motion picture, including the writer,  director, producer, camera operator, editor, and others. These individuals are  not always considered the "authors," however, because a motion picture is frequently  a "work made for hire." In the case of a work made for hire, the employer, BellaCasa  Productions, Inc., not the individuals who actually created the work, is considered  the author for copyright purposes.

          For copyright purposes,  publication of a motion picture takes place when one or more copies are distributed  to the public by sale, rental, lease or lending, or when an offering is made  to distribute copies to a group of persons (wholesalers, retailers, broadcasters,  motion picture distributors, and the like) for purposes of further distribution  or public performance.  A work that is created (fixed in tangible form  for the first time) on or after January 1, 1978, is automatically protected  from the moment of its creation and is ordinarily given a term enduring for  the author's life plus an additional 70 years after the author's death.   For works made for hire, the duration of copyright will be 95 years from publication  or 120 years from creation, whichever is shorter.

          Although we plan  to copyright all of our film properties and projects, there is no practical  protection from films being copied by others without payment to our company,  especially overseas.   We may lose an indeterminate amount of revenue  as a result of motion picture piracy. Being a small company, with limited resources,  it will be difficult, if not impossible, to pursue our various remedies.

          Motion picture  piracy is an international as well as a domestic problem.  It is extensive  in many parts of the world.  In addition to the Motion Picture Association  of America, the Motion Picture Export Association, the American Film Marketing  Association, and the American Film Export Association monitor the progress and  efforts made by various countries to limit or prevent piracy. 

**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.

**Item 2.****Description of Property.**

          We currently lease  approximately 300 square feet of office space from Universal Studios in Universal  City, California. The current monthly rental amount is $873. Our lease began  in January 1999, adjusted in May 2001, and continues on a month-to-month basis  until terminated by either party with 30-days written notice. The space is adequate  for our purposes at present.

**Item 3.****Legal Proceedings.**

          We are not subject  to any pending litigation, legal proceedings or claims.

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

          No matters were  submitted to a vote of security holders during the fiscal year covered by this  report.

**PART II**

**Item 5.****Market for Common Equity and Related Stockholder Matters.**

          Our common stock  is not listed or quoted at the present time.  We plan to obtain a sponsoring  market maker to file Form 211 with the National Association of Securities Dealers  for approval to have our common stock quoted on the OTC Bulletin Board. We plan  to request that our common stock trade under the symbol, if available, "BCSA"  . There is no assurance that we will be able to obtain a sponsoring market maker  to file Form 211 and there is no assurance that if the Form 211 were filed that  approval would be granted so that our securities would be permitted to trade  on the OTC Bulletin Board. Therefore, there can be no assurance that a public  market for our common stock will ever develop.

**Item 6.**** Management's Discussion and Analysis or 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.

**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 footnotes that appear elsewhere in this report.

*Year ended**December 31, 2001**and year ended**December  31, 2000:*

          **Sales. **  We are presently in the development stage of our motion picture production business.  We did not have any sales during the years ended December 31, 2001 and December  31, 2000.  

          **Costs and Expenses. **  Total costs and expenses in the year ended December 31, 2001 were $157,482,  an increase of $30,241, or 24%, compared to $127,241 in the year ended December  31, 2000.   Although the cost for product development and marketing decreased,  in the year 2001, to $-0- from $11,537, in 2000, general and administrative  expenses increased $41,778 resulting in the net increase of $30,241. This change  was primarily the result of a $75,000 increase in accrued officer's salary expense  going up $75,000 from $25,000 in 2000 to $100,000 in 2001 because our employment  contract with Mr. Frank LaLoggia became effective on October 1, 2000; consequently  in the year 2000 there was three months of expense and in the year 2001 the  expense was for the full year. Partially offsetting this expense increase of  expense was a reduction in rent of $10,550, from $23,688, in the year 2000,  to $13,138 in year 2001; a decline in depreciation and amortization of $5,726,  from $7,659, in the year 2000, to $1,933, in the year 2001, and a decline of  the $18,864 balance in general and administrative expenses was from a reduction  of general office expense.

          **Losses. **  Our net loss, before taxes, for the year ended December 31, 2001 was $157,482,  an increase of $30,441, or 24%, compared to $127,041 in the prior year. The  increase in the net loss results from the increase in costs and expenses described  in the paragraph regarding "Costs and Expenses."

          We have not reduced  our net loss for the fiscal year ended December 31, 2001, by any tax benefit  and, therefore, our net loss, both before and after taxes, is the same.

          Our loss per share  for the year ended December 31, 2001 was $0.020 and for the year ended December  31, 2000 was $ 0.016.  The loss per share was based on 8,063,705 weighted  average common shares outstanding for the year ended December 31, 2001 and 8,055,500  weighted average common shares outstanding for the year ended December 31, 2000.

          During the years  ended December 31, 2001 and December 31, 2000, we primarily arranged for our  public offering which was terminated on June 18, 2001, without raising any funds.  We expect to continue with fund-raising activities but there is no assurance  we will be able to raise any funds.

**Liquidity and Capital Resources**

          As of December  31, 2001, we had cash in the amount of $49,031 compared to $1,110 at the end  of the prior year. This increase of $47,921, as detailed in the Statement of  Cash Flows, results primarily from our borrowing $94,609 from our stockholders,  $50,000 of which was from Charles LaLoggia and $44,609 from our president Frank  LaLoggia. In addition, our president deferred his salary of $100,000 which further  reduced our cash expenditures.

          We have not generated  cash flow from our operations. In fact, our operating activities consumed $47,921  for the year ended December 31, 2001 after accounting for stockholder advances  of $94,609.

          We will attempt  to meet our cash needs over the next 12 months through the sale of securities  or through borrowings.

          **Capital Expenditures. **  In our year ended December 31, 2001, we did not make any capital expenditures  and in the prior year we acquired production equipment for $435.  We have  no plans for capital expenditures until we raise sufficient capital.

**Ability to Continue as a Going Concern**

          Our financial statements,  which are a part of this Form 10-KSB/A, 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 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 $258,103  at December 31, 2001.

          Our management  estimates it will need approximately $300,000 to fund our operations for the  next 12 months. Our management's plan regarding these matters is to seek equity  funding to allow us to meet our cash needs. However, there can be no assurance  that we will be successful in accomplishing our objectives.

**Plan of Operation**

          **Status of Public  Offering of Securities [Item 701(f) Disclosure].** On December 7, 2002, our  registration statement, 333-37752, 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 December 31, 2002, we had not sold any of the units. On June  18, 2002, we terminated the offering without selling any of the units.

          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 raising capital by the sale of our common stock and warrants  pursuant to an initial public offering of up to 1,200,000 units at $1.00 per  unit.  With the proceeds of that offering, we intended to complete the  pre-production of a motion picture. Since our registration statement became  effective on December 7, 2001, we have not accepted any subscriptions from investors. 

          If we only raise  a nominal amount, for example, $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 based on  our current business plan.

          We will not be  able to produce a feature film, on our own, with the proceeds of our offering,  regardless of the amount raised in the offering, without additional outside  financing. We will request that providers of goods and services accept deferred  payment arrangements. We also may assign a portion of our film rights to a joint  venture or a co-producer. In addition, we will consider the formation of a limited  liability company or partnership for which we will act as managing member or  general partner and privately offer membership or partnership interests. We  will attempt to obtain favorable pre-release sales or pre-licensing commitments  from independent domestic distributors, foreign distributors, cable networks,  and video distributors. Although we have had some preliminary discussions, we  do not have any present plans, proposals, arrangements or understandings with  any parties that will provide additional financing. If we are unable to receive  the additional funds, we will probably be forced to discontinue operations.

          Since our incorporation,  we have primarily completed the development stage of two motion pictures, "The  Giant" and "Hands."  In the next twelve months, in addition to completing  this offering and securing additional funds for production of one of these motion  pictures, we plan to complete the pre-production phase of one of these movies,  including the hiring of a casting director to submit the screenplay to appropriate  actors as recommended by their agents or as deemed appropriate by us; obtaining  commitments of internationally recognizable actors; developing relationships  with foreign sales companies to pre-sell film distribution rights; and finalizing  shooting location arrangements.  If we begin pre-production of one of our  developed motion pictures, "The Giant" or "Hands," the choice of one over the  other will be dependent upon various factors including the cost and availability  of actors and locations.

          We do not expect  to make any significant purchases of equipment.  We also do not expect  to make any significant changes in the number of employees, as we will utilize  independent contractors, consultants, and other non-employee creative personnel  to assist in pre-production of our motion pictures.

            There can  be no assurance that we will be successful in raising the capital we require.   We believe that if we raise a minimum of $300,000 we will be able to complete  pre-production of a motion picture and pursue opportunities to secure financing  to complete the motion picture.

Business Approach

          We are committed  to the development and production of high quality motion pictures that have  enduring value in all media. "The Giant" and "Hands" are examples of the types  of movies that meet our standards. No assurance can be given that we will obtain  the necessary funds to produce profitable motion pictures.

          As an independent  producer of feature films, we do not have sufficient capital to independently  finance our own productions.  Accordingly, most of our financial resources  will be devoted to financing development activities, which include the acquisition  of underlying literary works such as books and plays, and commissioning screenplays.  We believe a key element in the success of our company will be Mr. Frank LaLoggia's  reputation in the entertainment business and his access to and relationships  with creative talent including actors, writers and directors.  

          The ability to  create or identify and develop attractive properties will be important for the  success of our company. The feature film industry, including the major studios,  relies heavily on independent producers to identify projects, which are then  developed further or produced and distributed by the major studios.

          We plan to employ  a flexible strategy in developing and producing our motion picture and film  properties.  We will use our own capital and financial resources to develop  a project to the point where it is ready to go into production. We will assemble  a "package" consisting of the underlying literary property, a script that is  ready for production, and key talent, including a director and principal cast.  We believe that we should be able to secure key talent based on the attractiveness  of the script but we may also offer, as an added incentive, grants of our stock  or options to acquire our stock. We will then secure the financing to produce  the movie and make it available for distribution. The financing may come from,  for example, lenders with profit participations, advances from distribution  companies or accredited investors or a combination of sources. The benefit of  developing a project to this advanced stage is that we will have maximum leverage  in negotiating production and financing arrangements. Nevertheless, there may  be situations when we may benefit from financial assistance at an earlier stage.   These occasions may be necessary as a result of lengthy development of a script,  the desirability of commissioning a script by a highly paid writer, the acquisition  of an expensive underlying work, or a significant financial commitment to a  director or star.

          In connection with  the production and distribution of a motion picture, major studios and independent  production companies often grant contractual rights to actors, directors, screenwriters,  and other creative and financial contributors to share in revenues or net profits  from the motion picture. Except for the most sought-after talent, these third-party  participators are generally payable after all distribution fees, marketing expenses,  direct production costs and financing costs are recouped in full. We plan to  be flexible in compensating talent.  We are not averse to entering into  profit-sharing arrangements. We will also consider the use of our securities  to reward the actors and other participants in a successful motion picture.

Company Goals

          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. The estimated proceeds from our initial public offering will  be insufficient to enable us to produce a feature film without additional outside  financing and deferral of certain production costs. Our long-term key goal is  to become a major independent film producer.

          For certain films,  we plan to enter into co-productions with experienced and qualified production  companies in order to become a consistent supplier of multiple products to distributors  in the world markets. In connection with CO-productions, we do not want to relinquish  control of the project, so we intend to provide up to 50% of the funds required  by the production. We may obtain our share from others such as from borrowings  or by offering participations in other films.  With dependable and consistent  delivery of product to these markets, we believe that distribution arrangements  can be structured which will be equivalent to the arrangements made by major  studios.

          No assurance can  be given that our feature films, if produced, will be distributed and, if distributed,  will return our initial investment or make a profit. To achieve the goal of  producing profitable feature films, we plan to be extremely selective in our  choice of literary properties and exercise a high degree of control over the  cost of production. Although we plan to produce films that will generate substantial  box office receipts, we will produce our films in a fiscally conservative manner.  We believe that it is possible for a feature film to return the initial investment  and show a profit based on an average box office run, with residuals from the  sale of ancillary rights adding to cash flow in future years. By keeping strict  control of our costs, we will strive for consistent and profitable returns on  our investment.

Feature Film Production

          Feature film production  does not require the ownership of expensive equipment. All the necessary equipment  needed to engage in every aspect of the film production process can be rented  or borrowed for the period in which it is needed. This is standard operating  procedure for all production companies within the industry and we plan to follow  this procedure in our productions. Such rentals and temporary equipment are  accounted for in the budget of each film in what are called the "below the line"  costs that are directly charged to the production or the cost of "manufacturing"  the film. We plan to rent whatever equipment is needed for the shortest period  of time and to coordinate its use to avoid idle time.

          Essential to our  success will be the production of high quality films with low to medium budgets  ranging from $5 to $25 million that have the potential to gain national and  international attention. We will not engage in the production of X-rated material.  We plan to make motion pictures that appeal to the tastes of the vast majority  of the movie-going public. Our films will be cast into a wide range of genres.  All movies that may be produced will be suitable for domestic and international  theatrical exhibition, pay cable, network and syndicated television, as well  as all other ancillary markets. 

          The moderate budgets,  within which we intend to operate, will serve the dual purpose of being low  enough to limit our downside exposure and high enough to pay for a feature film  with recognizable actors or directors that appeal to the major markets. The  market pull of the talent to be used must justify their fees by helping to attract  advances. Our budgets must remain small enough so that a large percentage of  our capital is not put at risk. We intend to produce projects with built-in  break-even levels that can be reached with ancillary and foreign distribution  revenue. If the movie crosses-over into a wide national distribution release,  we can potentially generate a large upside because our share is not limited  as with ancillary and foreign revenues.

          In order to produce  quality motion pictures for relatively modest budgets, we will seek to avoid  the high operating expenses that are typical of major studio productions. We  do not plan on having high overhead caused by large staffs, interest charges,  substantial fixed assets, and the investment in a large number of projects never  produced. We believe we can affect savings because of better time management  than is possible in a major studio production, by maintaining a smaller, more  flexible staff with fewer established organizational restrictions.

          Under our operational  plan, primary responsibility for the overall planning, financing and production  of each motion picture will rest with our officers. For each motion picture  we will either employ an independent film director who will be responsible for,  or involved with, many of the creative elements, such as direction, photography,  and editing, or a BellaCasa employee who is experienced in directing a particular  type of film.  All decisions will be subject to budgetary restrictions  and our business control, although we will permit an independent director to  retain reasonable artistic control of the project, consistent with its completion  within strict budget guidelines and the commercial requirements of the picture.

Financing Strategy

          We will not be  able to produce a feature film on our own with the proceeds of this offering  without additional outside financing and the deferral of certain production  costs. Wherever possible we will attempt to make arrangements with providers  of goods and services to defer payment until a later stage in the production  and financing cycle. Once a film package has been assembled, there are various  methods to obtain the funds needed to complete the production of a movie. Examples  of financing alternatives include the assignment of our rights in a film to  a joint venture or a co-producer. Also, we may form a limited liability company  or partnership where we will be the managing member or the general partner.   In addition we may obtain favorable prerelease sales or pre-licensing commitments  from various end-users such as independent domestic distributors, foreign distributors,  cable networks, and video distributors. These various techniques, which are  commonly used in the industry, can be combined to finance a project without  a major studio financial commitment.

          We may use any  one or a combination of these or other techniques to finance our films. We anticipate  that any financing method will permit us to maintain control over the production.  There can be no assurance that we will be able to successfully arrange for such  additional financing and to the extent we are unsuccessful, our production activities  may be adversely affected.                   

          As part of our  financing strategy, we may use some of the proceeds of our current public offering  that is allocated to movie production to be used as an advance payment to secure  the services of a star actor. This will assure the actor's services and will  assist us in obtaining financing to produce the movie.

Distribution Arrangements

          Effective distribution  is critical to the economic success of a feature film, particularly when made  by an independent production company. We have not as yet negotiated agreements  for the distribution of our films.

          We intend to release  our films domestically through existing distribution companies, primarily independent  distributors. We will retain the right for ourselves to market the films on  a territory-by-territory basis throughout the rest of the world and to market  television and other uses separately. In many instances, depending upon the  nature of distribution terms available, it may be advantageous or necessary  for us to license all, or substantially all, distribution rights through one  major distributor.

          It is not possible  to predict, with certainty, the nature of the distribution arrangements, if  any, which we may secure for our motion pictures.

**Item 7.****Financial Statements.**

          Our financial statements  and the related notes are set forth at pages F-1 through F-12 attached hereto.

**Item 8.****Changes in and Disagreements with Accountants on Accounting  and Financial Disclosure.**

            None.

**PART III**

**Item 9.****Directors, Executive Officers, Promoters and Control Persons;  Compliance with Section 16(a) of the Exchange Act.**

Our directors and executive officers are:

| **Name**          | **Age** | **Position**                                                          |
|-------------------|---------|-----------------------------------------------------------------------|
|                   |
| Frank LaLoggia    | 48      | Chairman of the Board, President and Chief          Executive Officer |
| Katherine Helmond | 69      | Director                                                              |
| Scott P. Schomer  | 39      | Chief Financial Officer and Director                                  |
| Susan Schindler   | 56      | Treasurer and Secretary                                               |

          **Frank LaLoggia**  has served as our chairman of the board, president and chief executive officer  since our incorporation in July 1998. From 1974 to July 1998, Mr. LaLoggia was  an independent writer, producer and director. Mr. LaLoggia began making short  films at the age of 16. Among the awards he garnered for his early efforts are  the Photographic Society of America Award, the Gold Medal Award from the Atlanta  Film Festival, the Cine Eagle Award and the Francis Scott Key Award from the  Boston Film Festival. Mr. LaLoggia's first feature film, "Fear No Evil" was  produced independently and distributed worldwide by AVCO Embassy Pictures. "Lady  in White", which he wrote, produced, directed and composed the original score  for, was also independently produced and distributed worldwide. Mr. LaLoggia  also directed "The Haunted Heart" which starred Academy Award nominee Diane  Ladd and Academy Award winner Olympia Dukakis.

          **Katherine Helmond**  has been a director of our company since its inception in July 1998.  Ms.  Helmond has been an actress for nearly 30 years and a director for more than  the past five years. She is an Emmy and Tony Award nominee and winner of two  Golden Globe Awards and both the New York and Los Angeles Drama Critics Awards.  She is best known for her acting roles on the renowned television series,   "Soap", "Who's The Boss" and "Coach."  Her movies include Alfred Hitchcock's  "Family Plot"(1978); Terri Gilliam's "Time Bandits"(1981), "Brazil"(1985) and  his recent "Fear and Loathing in Las Vegas"(1998); Robert Wise's "The Hindenberg"(1975),  and Frank LaLoggia's "Lady in White"(1988).

          **Scott P. Schomer**  has been a director of our company and our chief financial officer since August  1999. He has also been senior vice president of business and legal affairs for  Tag Entertainment, Inc., since February 2001.  From January 2000 to January  2001, Mr. Schomer was vice president of legal affairs of Stayhealthy, Inc.   From September 1999 to January 2000, he maintained an independent private law  practice.  From June 1998 to August 1999, he was general counsel for Century  West Financial Corporation, a real estate investment company. For the previous  six years, he was a litigation attorney with the Los Angeles law firm of Allen,  Matkins, Leck, Gamble & Mallory, LLP.  Mr. Schomer, a member of the  California Bar, has served since 1997 as a Judge of the Los Angeles Municipal  Court. He has also been president of the Los Angeles Center for Law and Justice.   Mr. Schomer is a graduate of Western Michigan University and received his law  degree from Boston University.

          **Susan Schindler**  is our treasurer and secretary, positions she has held since May 1999. From  1989 to February 1999, Ms. Schindler was the owner and president of "Brainwash",  a San Francisco nightclub and café that also is a full-service laundromat.  From April 1997 to the present, she has been a managing member of ATM Providers,  LLC, a company that sells and places automated teller machines. She is a graduate  of University of California at Berkeley.

          Mr. LaLoggia has  devoted full-time to his position with us since our incorporation and will continue  to do so pursuant to his employment agreement. The other officers and directors  have been available as needed, which has varied between 5-10 hours per month.   The time spent by our officers and directors will significantly increase after  this offering is deemed effective.

          **Andrew G. La  Marca** has agreed to join our company as vice president and chief operating  officer upon completion of our initial public offering.  He has been involved  in the production of motion pictures for the past 15 years. From March 1999  to October 1999, he was the line producer of "Gun Shy" for Fortis Films and  Walt Disney Company.  From January 1997 through June 1998, he was employed  by Paramount Pictures Corporation as the line producer of "The Out of Towners"  and the production manager of "Odd Couple II-Travelin' Light." From January  1996 to January 1997, Orion Pictures employed Mr. La Marca as the line producer  for the movie "Eight Heads in a Duffel Bag." From January 1995 to January 1996,  he was co-producer of the movie "Ace Ventura-When Nature Calls" for Morgan Creek  Productions. From January 1994 to January 1995, he was employed by Walt Disney  Company as CO-producer of "The Puppet Masters."

**Compliance with Section 16(a) of the Securities Exchange Act of 1934**

          Section 16(a) of  the Securities Exchange Act of 1934 requires our directors and executive officers  and persons who own more than ten percent of a registered class of our equity  securities to file with the SEC initial reports of ownership and reports of  changes in ownership of our securities. Our directors and executive officers  have advised the Company that they have mailed the required forms to the SEC  and are awaiting notice of receipt.

**Board of Directors and Committees**

          All directors hold  office until the next annual meeting of the shareholders and the election of  their successors.  Officers are elected annually by the board of directors  and serve at the discretion of the board**.**

          Our board of directors  will establish two standing committees, an audit committee and a compensation  committee, the members of which have not yet been appointed.

          Our audit committee  will:

>  · recommend, to the entire board of directors, the independent    public accountants to be engaged by us    · review the plan and scope of our annual audit    · review our internal controls and financial management policies with    our independent public accountants    · review all related party transactions. 

          The compensation  committee will:

>  · review and recommend, to our entire board of directors,    compensation and benefits to be paid to our officers  and directors    · administer our stock option plan    · approve the grant of options under the stock option plan    · establish and review general policies relating to compensation and    benefits of our employees. 

**Board of Advisors**

          We have a four-member  board of advisors. Members of this board possess extensive experience in the  motion picture industry**,** where they have worked individually and collectively  in a variety of disciplines related to the industry. They serve at the behest  of the board of directors and are available to give advice in all areas of the  motion picture industry.  Their term of office will not exceed a period  of five years.

          The members of  our board of advisors generally receive a one-time issuance of 25,000 shares  of our common stock. A total of 125,000 shares of our common stock was issued  to Messrs. Levy, Carpenter, Dobson, and Bancalari when they joined the advisory  board.  The shares were issued in reliance on the private placement exemption  under the Securities Act of 1933, as amended. 

          The following are  brief biographical summaries of the members of our board of advisors.

          **Norman Levy**  has held prominent positions in the motion picture industry for nearly 30 years.  Mr. Levy has been president and chief executive officer of Creative Film Enterprises,  a motion picture financing, production and distribution company since January  1991. From 1985 to December 1990, he was chairman of New Century /Vista Film  Company. From 1980 to 1985, he served in various executive and management positions  with Twentieth Century Fox including president of 20th Century Fox  Entertainment and vice chairman of the holding company, 20th Century  Fox Corporation. During his tenure at 20th Century Fox, Mr. Levy  oversaw the production and distribution of such films as "Return of the Jedi",  "The Empire Strikes Back", "Romancing the Stone", "Nine to Five" and "The Verdict."  From 1974 to 1980 he was with Columbia Pictures where he served as president  of Columbia Pictures Distributing and Marketing and managed the distribution  and marketing of the critically acclaimed and financially successful films "Close  Encounters of The Third Kind", "Midnight Express", "Taxi Driver", "Funny Lady",  and "The China Syndrome." From 1967 to 1974, Mr. Levy held various executive  positions at National General Pictures, which he joined after having been employed  by Universal Pictures in various administrative and sales positions beginning  in 1957. Mr. Levy is a voting member of the Executive Branch of the Academy  of Motion Picture Arts and Sciences.

          **Russell Carpenter**  served as director of our company from July 1998 to July 1999. Mr. Carpenter,  A.S.C., is an Academy Award winner. He was director of photography of "Titanic",  directed by James Cameron, and received the Oscar for Best Cinematography. This  was the third time he and Mr. Cameron have worked together. In addition to the  action-comedy "True Lies", he was director of photography for the multimedia  footage for "Terminator 2-3D, on view at Universal Studios' Orlando theme park.  In contrast to his action credits, "The Indian in the Cupboard" revealed an  intimate photographic style developed by Mr. Carpenter for the delicacy of the  story.  He was the director of photography for "Hard Target", "Attack of  the 50 Ft. Woman", "The Lawnmower Man", "Perfect Woman", "Solar", the haunting  "Lady in White", and the recently released "Money Talks" with Stan Winston directing.  Mr. Carpenter photographed the Michael Jackson music video "Ghosts." He recently  completed photography for "The Negotiator" and "Charlie's Angels."

          **Vini****Bancalari**  is the president and founder of Elite Entertainment, Inc., a company that specializes  in the restoration and distribution of classic films. Elite has released in  laser disc and optical disc format-DVD, a well-respected collection of genre  film classics to the home video market. Elite's recent contract for digital  transfer of the film library of Hammer Film Productions Limited has placed the  company into the realm of classic genre cinema. Among the titles Elite has remastered  and distributed on laserdisc or DVD are "Night of the Living Dead", " Nightmare  on Elm Street", "The Evil Dead", "Re-Animator", "Dracula-Prince of Darkness",  "Quartermass and the Pit", "The Devil Rides Out" and Frank LaLoggia's classic  ghost tale, "Lady in White."

          **Jimmy Dobson**  is president and co-founder of Indie P.R., a boutique entertainment industry  public relations firm. He has created publicity campaigns for many films, television  shows and individual clients including  "X-Files" and its star David Duchovny.  Some of Mr. Dobson's clients include actors Roseanne, Kirstie Alley, Diane Ladd,  Carol Burnett and Andrew Dice Clay. His music clients have included Grace Jones,  "The Grateful Dead" and "The Beach Boys."

**Item 10.****Executive Compensation.**

**Summary Compensation Table**

| **Annual Compensation**                                                                                                                                                                                                                                                                                                  |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| **Name and Principal Position**                                                                                                                                                                                                                                                                                          |   | **Year** |   | **Salary** |   | **Bonus** |   | **Other Annual          Compensation** |
|                                                                                                                                                                                                                                                                                                                          |   |  |   |  |   |  |   |  |
| Frank LaLoggia,          President and CEO                                                                                                                                                                                                                                                                               |   | 2000 |   | $25,000(1)(2) |   | -0- |   | -0- |
| 2001                                                                                                                                                                                                                                                                                                                     |   | 100,000(1)(2) |   | -0- |   | -0- |
|                                                                                                                                                                                                                                                                                                                          |
| Katherine Helmond,          Director                                                                                                                                                                                                                                                                                     |   | 2000 |   | -0- |   | -0- |   | -0- |
| 2001                                                                                                                                                                                                                                                                                                                     |   | -0- |   | -0- |   | -0- |
|                                                                                                                                                                                                                                                                                                                          |
| Scott Schomer,          Director                                                                                                                                                                                                                                                                                         |   | 2000 |   | -0- |   | -0- |   | -0- |
| 2001                                                                                                                                                                                                                                                                                                                     |   | -0- |   | -0- |   | -0- |
|                                                                                                                                                                                                                                                                                                                          |
| Susan Schindler,          Director                                                                                                                                                                                                                                                                                       |   | 2000 |   | -0- |   | -0- |   | -0- |
| 2001                                                                                                                                                                                                                                                                                                                     |   | -0- |   | -0- |   | -0- |
| (1)Mr.          LaLoggia's compensation was accrued, pursuant to his employment agreement,          but not paid. This amount represents the salary accrued from October          1, 2000 through December 31, 2000 and for the year ended December 31,          2001.(2)  No other compensation was          paid. |
|                                                                                                                                                                                                                                                                                                                          |  |  |  |  |  |  |  |  |

          We did not pay  any salaries to our officers or directors during the years ending December 31,  2000 and December 31, 2001. On August 31, 2000, we entered into a one-year employment  agreement with Mr. LaLoggia, which has since been extended for an additional  year. The term of the agreement began on October 1, 2000 and provides for an  annual salary of $100,000 and standard benefits. Although Mr. LaLoggia had not  received any salary in 2000 and 2001, his salary has been accruing since October  1, 2000; $25,000 for the three months ended December 31, 2000 and $100,000 for  the year ended December 31, 2001 for a total of $125,000 as of December 31,  2001. During the first quarter of 2002, Mr. LaLoggia began receiving partial  salary payments with the balance continuing to be accrued. We do not intend  to pay any other officer or director annual compensation exceeding $100,000  during the next 12 months.

          We do not presently  have any other employment or consulting agreements.  We may enter into  employment agreements with certain officers, directors or other key personnel  in the future.

**Directors' compensation**

          Directors who are  also employees receive no additional compensation for attendance at board meetings.  Non-employee directors will receive $500 for attendance at each board meeting  or committee meeting. Our directors will be reimbursed for reasonable expenses  incurred in attending meetings. No director's fees have been paid to date. Directors  may also be granted stock options under our stock option plan. We anticipate  that our board will hold regularly scheduled quarterly meetings.

**Stock Option Plan**

          On July 29, 1998,  our board of directors and a majority of our shareholders adopted the 1998 BellaCasa  Productions, Inc. Stock Option Plan. The plan authorizes the granting options  to purchase up to 1,000,000 shares of common stock. The board's responsibility  includes the selection of option recipients, as well as, the type of option  granted and the number of shares covered by the option and the exercise price.  No options have been granted under the plan.

          Plan options may  either qualify as non-qualified options or incentive stock options under Section  422 of the Internal Revenue Code. Any incentive stock option granted under the  plan must provide for an exercise price of at least 100% of the fair market  value on the date of such grant and a maximum term of ten years.  If the  employee owns more than 10% of our stock, the exercise price of any incentive  option granted must be at least 110% of fair market value and must be exercised  within five years after the grant. 

          All of our officers,  directors, key employees and consultants will be eligible to receive non-qualified  options under the plan. Only officers, directors and employees who are formally  employed by BellaCasa are eligible to receive incentive options.

          All incentive options  are non-assignable and non-transferable, except by will or by the laws of descent  and distribution. If an optionee's employment is terminated for any reason other  than death, disability or termination for cause, the stock option will lapse  on the earlier of the expiration date or three months following the date of  termination. If the optionee dies during the term of employment, the stock option  will lapse on the earlier of the expiration date of the option or the date one-year  following the date of death. If the optionee is permanently and totally disabled  within the meaning of Section 22(e)(3) of the Internal Revenue Code, the plan  option will lapse on the earlier of the expiration date of the option or one  year following the date of such disability.

**Item 11.****Security Ownership of Certain Beneficial Owners and Management.**

          Our authorized  capital stock consists of 50,000,000 shares of common stock, and 25,000,000  shares of preferred stock, each having a par value of $0.0001 per share.

          As of March 29,  2002, there were 8,082,167 shares of our common stock issued and outstanding.  None of our preferred stock has been issued. 

          We had 76 shareholders  of our common stock on March 29, 2002

          The following table  describes certain information regarding certain individuals who beneficially  owned our common stock on March 29, 2002. In general, a person is considered  a beneficial owner of a security if that person has or shares the power to vote  or direct the voting of such security, or the power to dispose of such security.  A person is also considered to be a beneficial owner of any securities of which  the person has the right to acquire beneficial ownership within 60 days.

          The individuals  included in the following table are

>  · people who we know beneficially own or exercise voting    or control over 5% or more of our common stock,     · each of our directors, and    · all executive officers and directors as a group. 

| **Name**                                                                                                                                                                              |   | **Shares Beneficially          Owned** |   | **Percentage** |
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|----------------------------------------|--------|----------------|
|                                                                                                                                                                                       |   |                                        |   |                |
| Frank LaLoggia                                                                                                                                                                        |   | 4,710,010                              |   |           | 59.3 | % |
| Katherine Helmond                                                                                                                                                                     |   | 50,000                                 |   |           | * |   |
| Scott P. Schomer                                                                                                                                                                      |   | 50,000                                 |   |           | * |   |
| Susan Schindler                                                                                                                                                                       |   | 50,000                                 |   |           | * |   |
| Andrew G. La Marca (1)                                                                                                                                                                |   | 250,000                                |   |           | 3.1 |   |
| Charles M. LaLoggia                                                                                                                                                                   |   | 440,000                                |   |           | 5.4 |   |
| All directors and executive officers (4) persons          as a group                                                                                                                  |   | 4,860,000                              |   |           | 60.1 | % |
| * Less than 1%

(1) Mr. La Marca has agreed to join our company as vice          president and chief operating officer          upon completion of our initial public offering.  |

          The address of  all directors and executive officers is 100 Universal City Plaza, Building #2532,  Suite 305, Universal City, CA 91608.

          Mr. Charles M.  LaLoggia's address is 457 Park Avenue, Rochester, NY 14607

**Indemnification of Directors and Officers**

          Our articles of  incorporation and by-laws indemnify our directors and officers to the fullest  extent permitted by Nevada corporation law.  Insofar as indemnification  for liability arising under the Securities Act may be permitted to directors,  officers, and controlling persons, we are aware that, in the opinion of the  SEC, such indemnification is against public policy as expressed in the Securities  Act of 1933 and is unenforceable.

**Item 12.****Certain Relationships and Related Transactions.**

          Upon our formation,  we issued 4,951,000 shares, which were valued at $492, to our founder, Mr. Frank  LaLoggia. The consideration for these shares was the ownership rights to Mr.  LaLoggia's two screenplays, "The Giant" and "Hands." Mr. LaLoggia acquired his  interest in "The Giant" from New Sky Communications, Inc. in exchange for the  right to receive 5% of the total budget of the associated film up to a maximum  of $750,000 if the film is ultimately produced. We acquired the rights to "The  Giant" subject to that agreement.  The ownership rights to the two screenplays  were recorded on our balance sheet at the nominal amount of $492 without allocation.  As part of "The Giant" acquisition, we also received more than 1,500 storyboard  drawings, which are completed visual representations of the camera setups to  be used in the film "The Giant."

          From January 2000  to December 31, 2001, Mr. Frank LaLoggia made non-interest bearing and unsecured  advances to us in the amount of $155,401.  These advances are due on October  31, 2003. In addition, in December 2001, Mr. Charles M. LaLoggia, a stockholder,  advanced $50,000.  His advance bears interest at 6% and is due and payable  with interest in June 2003. Messrs. Frank LaLoggia and Charles M. LaLoggia are  cousins.

          Commencing October  1, 2000, we entered into an employment agreement with Frank LaLoggia, our president  and principal stockholder. Terms of the agreement provide for an annual salary  of $100,000.  Accordingly, the Company has accrued approximately $125,000  associated with this agreement through December 31, 2001, which has been included  in accounts payable and accrued expenses in our balance sheet.

**Item 13.****Exhibits and Reports on Form 8-K.**

          (a) None

          (b) There were  no Reports on Form 8-K filed during the last quarter of the period covered by  this report.

**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/ Frank LaLoggia                                                                                 |
|        |        |                                                                                                    |
|        |        | Frank LaLoggia      President, Chief Executive Officer and      Chairman of the Board of Directors |
|   |   |                                                                                               |
| Date:  |   | 7/14/02                                                                                            |

          In accordance with  the Securities Act of 1933, this amendment to the registration was signed by  the following persons in the capacities and on the dates indicated.

|   | /s/ Frank LaLoggia                                                                               |   | 7/14/02 |
|--------|--------------------------------------------------------------------------------------------------|--------|---------|
|        |                                                                                                  |   |    |
|        | Frank LaLoggia, President, Chief Executive Officer and        Chairman of the Board of Directors |   |    |
|   |                                                                                             |   |    |

|   | /s/ Katherine Helmond       |   | 7/15/02 |
|--------|-----------------------------|--------|---------|
|        |                             |   |    |
|        | Katherine Helmond, Director |   |    |
|   |                        |   |    |

|   | /s/ Scott P. Schomer                                   |   | 7/16/02 |
|--------|--------------------------------------------------------|--------|---------|
|        |                                                        |   |    |
|        | Scott P. Schomer, Chief Financial Officer and Director |   |    |
|   |                                                   |   |    |

|   | /s/ Susan Schindler                      |   | 7/15/02 |
|--------|------------------------------------------|--------|---------|
|        |                                          |   |    |
|        | Susan Schindler, Treasurer and Secretary |   |    |
|   |                                     |   |    |

----

BELLACASA PRODUCTIONS, INC.  (A Development Stage Company)

**Table of Contents**

| Independent Auditors' Report  |                                         | F-2                                                             |
|-------------------------------|----------------------------------------------|-----------------------------------------------------------------|
|                          |                                         |                                                            |   |  |
| Financial Statements:         |                                         |                                                                 |
|                          |                                         |                                                            |   |  |
|                          | Balance Sheets                               |                                                            | F-3 |
|                          |                                         |                                                            |   |  |
|                          |                                         | December 31, 2001                                               |   |  |
|                          |                                         | December 31, 2000                                               |   |  |
|                          |                                         |                                                            |   |  |
|                          | Statements of Operations                     |                                                            | F-4 |
|                          |                                         |                                                            |   |  |
|                          |                                         | Year ended December 31, 2001                                    |   |  |
|                          |                                         | Year ended December 31, 2000                                    |   |  |
|                          |                                         | Period from July 28, 1998 (inception) through December 31, 2001 |   |  |
|                          |                                         |                                                            |   |  |
|                          | Statements of Stockholders' Equity (Deficit) |                                                            | F-5 |
|                          |                                         |                                                            |   |
|                          |                                         | Year ended December 31, 2001                                    |   |  |
|                          |                                         | Year ended December 31, 2000                                    |   |  |
|                          |                                         | Period from July 28, 1998 (inception) through December 31, 2001 |   |  |
|                          |                                         |                                                            |   |  |
|                          | Statements of Cash Flows                     |                                                            | F-6 |
|                          |                                         |                                                            |   |  |
|                          |                                         | Year ended December 31, 2001                                    |   |  |
|                          |                                         | Year ended December 31, 2000                                    |   |  |
|                          |                                         | Period from July 28, 1998 (inception) through December 31, 2001 |   |  |
|                          |                                         |                                                            |   |  |
| Notes to Financial Statements |                                         | F-7                                                             |

----

**Independent Auditors' Report**

The Board of Directors

BellaCasa Productions, Inc.:

We have audited the accompanying balance sheets of BellaCasa Productions, Inc.  (a development stage company) as of December 31, 2001 and 2000 and the related  statements of operations, stockholders' equity, and cash flows for the years  ended December 31, 2001 and 2000 and the period from July 28, 1998 (date of  inception) through December 31, 2001.  These financial statements are the  responsibility of the Company's management.  Our responsibility is to express  an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted  in the United States of America. Those standards require that we plan and perform  the audit to obtain reasonable assurance about whether the financial statements  are free of material misstatement. An audit includes examining, on a test basis,  evidence supporting the amounts and disclosures in the financial statements.  An audit also includes assessing the accounting principles used and significant  estimates made by management, as well as evaluating the overall financial statement  presentation. We believe that our audits provide a reasonable basis for our  opinion.

In our opinion, the financial statements referred to above present fairly,  in all material respects, the financial position of BellaCasa Productions, Inc.  (a development stage company) as of December 31, 2001 and 2000, and the results  of its operations and its cash flows for the years ended December 31, 2001 and  2000 and the period from July 28, 1998 (date of inception) through December  31, 2001, in conformity with accounting principles generally accepted in the  United States of America.

The accompanying financial statements have been prepared assuming that the  Company will continue as a going concern.  As discussed in note 9 to the  financial statements, the Company has experienced net operating losses of $157,482  and $127,241 for the years ended December 31, 2001 and 2000, respectively.   At December 31, 2001, the Company continues to experience a working capital  deficit and also has a stockholders' deficit of $258,103.  These matters  raise substantial doubt about the Company's ability to continue as a going concern.   Management's plans in regard to these matters are described in note 9.   The accompanying financial statements do not include any adjustments relating  to the recoverability and classification of asset carrying amounts or the amount  and classification of liabilities that might result should the Company be unable  to continue as a going concern.

March 20, 2002

| /s/ Parks, Tschopp, Whitcomb & Orr, P.A.                    |
|-----------------------------------------------------------------|
|                                                                 |
| Parks, Tschopp, Whitcomb & Orr, P.A.      Maitland, Florida |

----

| **BELLACASA      PRODUCTIONS, INC.**                                                                |
|-----------------------------------------------------------------------------------------------------|
| (A Development      Stage Company)                                                                  |
|                                                                                                     |  |  |  |  |  |  |  |  |
| **Balance      Sheets**                                                                             |
|                                                                                                     |  |  |  |  |  |  |  |  |
| **Assets**                                                                                          |
|                                                                                                     |  |  |  |  |  |  |  |  |
|                                                                                                     |  |  |  |  |  | **December 31,** |   | **December 31,** |
|                                                                                                     |  |  |  |  |  | **2001** |   | **2000** |
| Current assets:                                                                                     |  |  |  |  |  |  |  |
|      Cash                                                                       |  |  |  |  |  |  $                  49,031 |  |                    1,110 |
|           Prepaid offering costs                                                |  |  |  |                      23,171 |  |                  23,168 |
|                                                                                                     |  |  |  |  |  |  |  |  |
|                                                                                                     | Total current assets |  |  |  |                      72,202 |  |                  24,278 |
|                                                                                                     |  |  |  |  |  |  |  |  |
| Investment in screenplays      (note 2)                                                             |  |  |                           492 |  |                       492 |
|                                                                                                     |  |  |  |  |  |  |  |  |
| Office furniture and equipment,      net (note 5)                                                   |  |                        2,098 |  |                    2,846 |
|                                                                                                     |  |  |  |  |  |  |  |  |
| Intangible assets, net of      accumulated                                                          |  |  |  |  |  |
|     amortization      of $2,223 and $1,038                                           |  |  |                              -   |  |                    1,185 |
|                                                                                                     |  |  |  |  |  |  |  |  |
|                                                                                                     |  |  |  |  |  |  $                  74,792 |  |                  28,801 |
|                                                                                                     |  |  |  |  |  |  |  |  |
| **Liabilities      and Stockholders' Deficit**                                                      |
| Current liabilities:                                                                                |  |  |  |  |  |  |  |
|           Accounts payable and accrued expenses                                 |  |  $                126,494 |  |                  26,633 |
|           Other current liabilities                                             |  |  |  |                        1,000 |  |                    1,000 |
|                                                                                                     |  |  |  |  |  |  |  |  |
|                                                                                                     | Total current liabilities |  |  |                    127,494 |  |                  27,633 |
|                                                                                                     |  |  |  |  |  |  |  |  |
| Advances from stockholders      (note 3)                                                            |  |  |                    205,401 |  |                110,792 |
|                                                                                                     |  |  |  |  |  |  |  |  |
|                                                                                                     | Total liabilities |  |  |  |                    332,895 |  |                138,425 |
|                                                                                                     |  |  |  |  |  |  |  |  |
| Stockholders' deficit (notes      6, 7 and 8):                                                      |  |  |  |  |  |
|           Common stock, $.0001 par value, authorized                            |  |  |  |  |
|              50,000,000 shares, issued and outstanding           |  |  |  |  |
|              8,082,167 and 8,055,500 shares                      |  |  |                           809 |  |                       806 |
|           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                      |                   (428,238) |  |               (270,756) |
|           Deferred compensation (note 4)                                        |  |  |                              -   |  |                   (9,000) |
|           Stockholder receivable                                                |  |  |  |                       (5,000) |  |                   (5,000) |
|                                                                                                     |  |  |  |  |  |  |  |  |
|                                                                                                     | Total stockholders' deficit |  |  |                   (258,103) |  |               (109,624) |
|                                                                                                     |  |  |  |  |  |  |  |  |
|                                                                                                     |  |  |  |  |  |  $                  74,792 |  |  $              28,801 |
|                                                                                                     |  |  |  |  |  |  |  |  |
| See accompanying notes to      financial statements.                                                |  |  |  |  |
|                                                                                                     |  |  |  |  |  |  |  |  |

|  |     |   |
|--|-----|--------|
|  | F-3 |        |

----

| **BELLACASA      PRODUCTIONS, INC.**                            |
|-----------------------------------------------------------------|
| (A Development      Stage Company)                              |
|                                                                 |  |  |  |  |  |  |  |  |
| **Statements      of Operations**                               |
|                                                                 |  |  |  |  |  |  |  |  |
|                                                                 |  |  |  |  |  |  |  |  |
|                                                                 |  |  |  |  |  |  |  | **Period from** |
|                                                                 |  |  |  |  |  |  |  | **July 28, 1998** |
|                                                                 |  |  |  | **Year Ended** |  | **Year Ended** |  | **(inception) through** |
|                                                                 |  |  |  | **December 31, 2001** |  | **December 31, 2000** |  | **December 31, 2001** |
|                                                                 |  |  |  |  |  |  |  |  |
|                                                                 |  |  |  |  |  |  |  |  |
| Revenue                                                         |  |  |  $                             -   |  |                               -   |  |                                 -   |
|                                                                 |  |  |  |  |  |  |  |  |
| Costs and expenses:                                             |  |  |  |  |  |  |
|           Product development and marketing |                                 -   |  |                       (11,537) |  |                         (32,494) |
|           Interest expense                  |  |                                 -   |  |                               -   |  |                              (784) |
|           General and administrative        |                       (157,482) |  |                (115,704) |  |                       (397,365) |
|                                                                 |  |  |  |  |  |  |  |  |
|                                                                 | Total costs and expenses |                       (157,482) |  |                (127,241) |  |                       (430,643) |
|                                                                 |  |  |  |  |  |  |  |  |
| Interest income                                                 |  |  |                                 -   |  |                             200 |  |                            2,405 |
|                                                                 |  |  |  |  |  |  |  |  |
|                                                                 | Net loss |  |  |  $              (157,482) |  |                (127,041) |  |                       (428,238) |
|                                                                 |  |  |  |  |  |  |  |  |
| Basic and diluted loss per      share                           |  $                       (0.020) |  |                         (0.016) |  |                           (0.055) |
|                                                                 |  |  |  |  |  |  |  |  |
| Weighted average number      of shares                          |  |  |  |  |  |
|           outstanding                       |  |  |                      8,063,705 |  |                     8,055,500 |  |                      7,765,702 |
|                                                                 |  |  |  |  |  |  |  |  |
|                                                            |  |  |  |  |  |  |  |  |
| See accompanying notes to      financial statements.            |  |  |  |  |
|                                                                 |  |  |  |  |  |  |  |  |

|  |     |   |
|--|-----|--------|
|  | F-4 |        |

----

| **BELLACASA      PRODUCTIONS, INC.**                                     |
|--------------------------------------------------------------------------|
| (A Development      Stage Company)                                       |
|                                                                          |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| **Statement      of Stockholders' Equity (Deficit)**                     |
|                                                                          |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| **Period      from July 28, 1998 (inception) through December 31, 2001** |
|                                                                          |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
|                                                                          |  |  |  |  |  |  |  | **Additional** |  |  |  |  |  |  |  | **Total** |
|                                                                          |  |  |  | **Common** |  | **Stock** |  | **Paid In** |  | **Accumulated** |  | **Deferred** |  | **Stockholder** |  | **Stockholders'** |
|                                                                          |  |  |  | **Shares** |  | **Amount** |  | **Capital** |  | **Deficit** |  | **Compensation** |  | **Receivable** |  | **Equity (Deficit)** |
|                                                                          |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| Common stock issued for                                                  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
|    contributed      assets                                     |  |  |                 4,915,000 |  | $                         492 |  |                             -   |  |                               -   |  |                                  -   |  |                               -   |  |                             492 |
| Common stock issued to directors/                                        |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
|    advisors for      services (note 3)                         |  |                    275,000 |  |                             28 |  |                      27,472 |  |                               -   |  |                         (27,500) |  |                               -   |  |                                -   |
| Deferred compensation earned                                             |  |                             -   |  |                             -   |  |                             -   |  |                               -   |  |                            7,166 |  |                               -   |  |                          7,166 |
| Common stock issued for      cash                                        |  |                 1,400,000 |  |                           140 |  |                             -   |  |  |  |                                  -   |  |  |  |                             140 |
| Common stock issued for      cash                                        |  |                    473,000 |  |                             48 |  |                      47,252 |  |                               -   |  |                                  -   |  |                               -   |  |                        47,300 |
| Net loss                                                                 |  |  |  |                             -   |  |                             -   |  |                             -   |  |                      (11,392) |  |                                  -   |  |                               -   |  |                      (11,392) |
|                                                                          |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| Balances at December 31,      1998                                       |  |                 7,063,000 |  |                           708 |  |                      74,724 |  |                      (11,392) |  |                         (20,334) |  |                               -   |  |                        43,706 |
| Common stock issued to directors                                         |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
|           for services (note 3)                      |  |  |                    100,000 |  |                             10 |  |                        9,990 |  |                               -   |  |                         (10,000) |  |                               -   |  |                                -   |
| Deferred compensation earned                                             |  |                             -   |  |                             -   |  |                             -   |  |                               -   |  |                          14,834 |  |                               -   |  |                        14,834 |
| Common stock issued for      services                                    |  |                           500 |  |                             -   |  |                           500 |  |                               -   |  |                                  -   |  |                               -   |  |                             500 |
| Common stock issued for      cash                                        |  |                    892,000 |  |                             88 |  |                      89,112 |  |                               -   |  |                                  -   |  |                        (5,000) |  |                        84,200 |
| Net loss                                                                 |  |  |  |                             -   |  |                             -   |  |                             -   |  |                    (132,323) |  |                                  -   |  |                               -   |  |                    (132,323) |
|                                                                          |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| Balances at December 31,      1999                                       |  |                 8,055,500 |  |                           806 |  |                    174,326 |  |                    (143,715) |  |                         (15,500) |  |                        (5,000) |  |                        10,917 |
| Deferred compensation earned                                             |  |                             -   |  |                             -   |  |                             -   |  |                               -   |  |                            6,500 |  |                               -   |  |                          6,500 |
| Net loss                                                                 |  |  |  |                             -   |  |                             -   |  |                             -   |  |                    (127,041) |  |                                  -   |  |                               -   |  |                    (127,041) |
|                                                                          |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| Balances at December 31,      2000                                       |  |                 8,055,500 |  |                           806 |  |                    174,326 |  |                    (270,756) |  |                           (9,000) |  |                        (5,000) |  |                    (109,624) |
| Common stock issued for      services                                    |  |                      26,667 |  |                               3 |  |                             -   |  |                               -   |  |                                  -   |  |                               -   |  |                                 3 |
| Deferred compensation earned                                             |  |                             -   |  |                             -   |  |                             -   |  |                               -   |  |                            9,000 |  |                               -   |  |                          9,000 |
| Net loss                                                                 |  |  |  |                             -   |  |                             -   |  |                             -   |  |                    (157,482) |  |                                  -   |  |                               -   |  |                    (157,482) |
|                                                                          |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| Balances at December 31,      2001                                       |  |                 8,082,167 |  | $                         809 |  |                    174,326 |  |                    (428,238) |  |                                  -   |  |                        (5,000) |  |                    (258,103) |
|                                                                          |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| See accompanying notes to      financial statements.                     |  |  |  |  |  |  |  |  |  |  |  |  |
|                                                                          |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |

|  |     |   |
|--|-----|--------|
|  | F-5 |        |

----

| **BELLACASA      PRODUCTIONS, INC.**                                                                                                                     |
|----------------------------------------------------------------------------------------------------------------------------------------------------------|
| (A Development      Stage Company)                                                                                                                       |
|                                                                                                                                                          |  |  |  |  |  |
| **Statements      of Cash Flows**                                                                                                                        |
|                                                                                                                                                          |  |  |  |  |  |
|                                                                                                                                                          |  |  |  |  | **Period from** |
|                                                                                                                                                          |  |  |  |  | **July 28, 1998** |
|                                                                                                                                                          | **Year Ended** |  | ** Year Ended ** |  | **(inception) through** |
|                                                                                                                                                          | **December 31, 2001** |  | **December 31, 2000** |  | **December 31, 2001** |
|                                                                                                                                                          |  |  |  |  |  |
| Cash flows from operating activities:                                                                                                                    |  |  |  |  |  |
|    Net loss                                                                                                                                    |  $                          (157,482) |  |                           (127,041) |  |                         (428,238) |
|    Adjustments to reconcile      net loss to net cash                                                                                     |  |  |  |  |  |
|      used in operating      activities:                                                                                              |  |  |  |  |  |
|                  Depreciation and amortization                                                    |                                   1,933 |  |                                 1,159 |  |                               4,674 |
|                  Common stock issued for services                                                 |                                   9,000 |  |                                 6,500 |  |                             38,003 |
|                  Change in operating assets and liabilities:                                      |  |  |  |  |  |
|                    Accounts payable and accrued expenses                                |                                 99,861 |  |                               24,141 |  |                           126,494 |
|                    Prepaid offering costs                                               |                                         -   |  |                               (3,168) |  |                           (23,171) |
|                    Advances from stockholder                                            |                                 94,609 |  |                             106,792 |  |                           165,401 |
|                    Other liabilities                                                    |                                         -   |  |                             (11,000) |  |                               1,000 |
|                                                                                                                                                          |  |  |  |  |  |
|                       Net cash provided by (used in)                     |  |  |  |  |  |
|                            operating activities |                                 47,921 |  |                               (2,617) |  |                         (115,837) |
|                                                                                                                                                          |  |  |  |  |  |
| Cash flows from investing activities:                                                                                                                    |  |  |  |  |  |
|    Organization costs                                                                                                                          |                                         -   |  |                                        -  |  |                             (2,223) |
|    Purchase of property and      equipment                                                                                                     |                                         -   |  |                                  (435) |  |                             (4,409) |
|                                                                                                                                                     |  |  |  |  |  |
|                       Net cash used in investing activities              |                                         -   |  |                                  (435) |  |                             (6,632) |
|                                                                                                                                                          |  |  |  |  |  |
| Cash flows from financing activities:                                                                                                                    |  |  |  |  |  |
|    Proceeds from issuance      of common stock                                                                                                 |                                         -   |  |                                       -   |  |                           131,500 |
|    Proceeds from issuance      of stockholder note payable                                                                                     |                                         -   |  |                                       -   |  |                             20,000 |
|    Repayment of principal      on stockholder note payable                                                                                     |                                         -   |  |                                       -   |  |                           (20,000) |
|                                                                                                                                                     |  |  |  |  |  |
|                       Net cash provided by financing activities          |                                         -   |  |                                       -   |  |                           131,500 |
|                                                                                                                                                          |  |  |  |  |  |
|                       Net increase (decrease) in cash                    |                                 47,921 |  |                               (3,052) |  |                               9,031 |
|                                                                                                                                                          |  |  |  |  |  |
| Cash at beginning of period                                                                                                                              |                                   1,110 |  |                                 4,162 |  |                                    -   |
|                                                                                                                                                          |  |  |  |  |  |
| Cash at end of period                                                                                                                                    |  $                             49,031 |  |                                 1,110 |  |                               9,031 |
|                                                                                                                                                     |  |  |  |  |  |
| Supplementary disclosure of cash flow      information:                                                                                                  |  |  |  |  |  |
|                                                                                                                                                          |  |  |  |  |  |
| Cash paid for interest                                                                                                                                   |                                         -   |  |                                       -   |  |                                  784 |
|                                                                                                                                                          |  |  |  |  |  |
| Cash paid for income taxes                                                                                                                               |                                         -   |  |                                       -   |  |                                    -   |
|                                                                                                                                                          |  |  |  |  |  |
| See accompanying notes to financial      statements.                                                                                                     |  |  |  |  |  |
|                                                                                                                                                          |  |  |  |  |  |

|  |     |   |
|--|-----|--------|
|  | F-6 |        |

----

BELLACASA PRODUCTIONS, INC.  (A Development Stage Company)

**Notes to Financial Statements**

December 31, 2001  and 2000

**(1)**    **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.

|  |     | (Continued) |
|--|-----|-------------|
|  | F-7 |             |

----

  BELLACASA PRODUCTIONS, INC.  (A Development Stage Company)

**Notes to Financial Statements**

**(1)    Continued**

> 
Development stage operations from inception through December 31, 2001,      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 December 31, 2001 available to      offset taxable income in future periods amount to approximately $300,000      which will expire at various dates through 2021.

**(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.  Common stock      equivalents resulting from the issuance of stock options have not been included      in the per share calculations because such inclusion would not have a material      effect on earnings per common share.

**(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.

|  |     | (Continued) |
|--|-----|-------------|
|  | F-8 |             |

----

  BELLACASA PRODUCTIONS, INC.  (A Development Stage Company)

**Notes to Financial Statements**

**(1),    Continued**

> 
**(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.

**(i)   ****Comprehensive Income**

In 1998, the Company adopted the provisions of Statement of Financial Accounting      Standards No. 130, "Reporting Comprehensive Income."  For the years      ended December 31, 2001 and 2000, the Company has no items of comprehensive      income.

**(j)   ****Recent Accounting Pronouncements**

In December 1999, the Securities and Exchange Commission (SEC) issued Staff      Accounting Bulletin No. (SAB 101), "Revenue Recognition in Financial Statements."       SAB 101 summarizes the SEC's views in applying generally accepted accounting      principles to revenue recognition in financial statements.  The Company      adopted SAB 101 in the fourth quarter of fiscal 2000.  The adoption      of SAB 101 did not have a material effect on the Company's operations or      financial position.

In April 2000, the Financial Accounting Standards Board issued FASB Interpretation      No. 44, "Accounting for Certain Transactions Involving Stock Compensation,      an interpretation of APB Opinion No. 25."  Among other issues, that      interpretation clarifies the definition of employees for purposes of applying      Opinion No. 25, the criteria for determining whether a plan qualifies as      a non-compensatory plan, the accounting consequence of various modifications      to the terms of a previously fixed stock option or award and the accounting      for an exchange of stock compensation awards in a business combination.       This interpretation is effective July 1, 2000, but certain conclusions in      the interpretation cover specific events that occur after either December      15, 1998 or January 12, 2000.  To the extent that this interpretation      covers  events occurring during the period after December 15, 1998,      or January 12, 2000, but before the effective date of July 1, 2000, the      effect of applying this interpretation is recognized on a prospective basis      from July 1, 2000.  The implementation of this interpretation does      not have a material impact on the Company's financial statements.

|  |     | (Continued) |
|--|-----|-------------|
|  | F-9 |             |

----

  BELLACASA PRODUCTIONS, INC.  (A Development Stage Company)

**Notes to Financial Statements**

> 
**(j)   ****Recent Accounting Pronouncements (Continued)**

SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities,"      is required to be adopted in years beginning after June 15, 2000.       The Company does not hold derivative instruments or engage in hedging activities.       The Company implemented Statement 133 beginning in the first quarter of      its fiscal year ending December 31, 2001, with no effect on its financial      position, results of operations or cash flows.

**(2)    ****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. 

**(3)    ****Related Party Transactions**

> 
Commencing in January 2000 through December 31, 2001, the principal stockholder    has advanced $155,401 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.

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 $125,000 associated with this agreement through December 31,    2001, which has been included in accounts payable and accrued expenses in    the accompanying balance sheet.

**(4)    ****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.

|  |      | (Continued) |
|--|------|-------------|
|  | F-10 |             |

----

**Notes to Financial Statements**

**(5)    ****Property and Equipment**

> 
Property and equipment consists of the following:
 
**December          31,          2001**

**December          31, 2000**
   
Production equipment

$    4,409 
 
4,409 
 
Less accumulated depreciation

    (2,311)
 
  (1,563)
       
$    2,098 
 
              2,846 
 

**(6)    ****Private Placement Memorandum**

> 
During 1998, the Company issued a private placement memorandum pursuant to    Rule 504 of Regulation D under the Federal Securities Act of 1933.  Terms    of the amended memorandum provide for an offering of up to 1,365,000 shares    of common stock at an offering price of $0.10 per share.

As of December 31, 1998, the Company had sold 473,000 shares of stock resulting    in proceeds of $47,300 in connection with this offering. In 1999, the Company    completed the offering by selling the remaining shares available which resulted    in additional proceeds of approximately $89,000.

**(7)    ****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 December 31, 2001 and 2000 no options had been granted under the Plan.

**(8)    ****Reverse Stock Split**

> 
In April 2000, the Board of Directors authorized a 1 for 2 reverse stock    split to all holders of record at that date.  Subsequent to this date,    the reverse split authorization was rescinded by the Company.  All share    and per-share amounts in the accompanying financial statements have been restated    to give effect to the rescission of the reverse stock split.

|  |      | (Continued) |
|--|------|-------------|
|  | F-11 |             |

----

BELLACASA PRODUCTIONS, INC.  (A Development Stage Company)

**Notes to Financial Statements**

**(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 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 $258,103 at December 31,    2001.

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.

|  |      |   |
|--|------|--------|
|  | F-12 |        |

----