UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________________________
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) April 30, 2009
BELLTOWER ENTERTAINMENT CORP.
______________________________________________________
(Exact Name of Registrant as Specified in Charter)
Nevada 000-52861 47-0926554
________________________________________________________________________________
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
11684 Ventura Boulevard
Suite 685
Studio City, CA 91604
___________________________________________________
(Address of principal executive offices) (Zip Code)
(877) 355-1388
__________________________________________________
Registrant's telephone number, including area code
401 Wilshire Boulevard
Suite 1065
Santa Monica, CA 90401
_____________________________________________________________
(Former name or former address, if changed since last report)
Check the appropriate box below of the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 5.01 CHANGE OF CONTROL.
On April 30, 2009, Donald K. Bell, the President and Principal Accounting
Officer ("Purchaser") of the Registrant (formerly Britton International Inc.
prior to the name change to Belltower Entertainment Corp. on September 24, 2008)
completed the purchased from Jacek Oscilowicz, a current director (and a former
President and Principal Accounting Officer) of 6,750,000 shares of the
outstanding common stock, $.001 par value, of Belltower Entertainment Corp. The
purchased shares constituted, in the aggregate, approximately 18.8% of the
issued and outstanding shares of the Company's common stock, resulting in a
change in the controlling interest of the Company.
The Company had reported a change in control on September 8, 2008 in a Form 8-K
filed with the Securities and Exchange Commission in connection with a closing
of a Share Exchange Agreement, dated as of September 3, 2008, by and among the
Company, CaliCo Entertainment Group, Inc., ("CaliCo") and the shareholders of
CaliCo (the "Exchange Agreement"). Pursuant to the Exchange Agreement, the
Company acquired all of the issued and outstanding shares of stock of CaliCo, in
exchange for the issuance in the aggregate of 1,725,000 (as adjusted to give
effect to the 1 for 2 reverse stock split effective March 16, 2009) shares of
common stock of the Company, which shares represent 5% of the issued and
outstanding capital stock of the Company after the consummation of the Exchange
Agreement and the transactions contemplated thereby. At the closing, the
Purchaser received 252,000 shares of common stock, as adjusted for the
subsequent reverse split.
The Purchaser was added to the Board of Directors on September 5, 2008. This
transaction was contemplated to be concurrent with the closing of the Exchange
Agreement, without any additional consideration, but was not completed until
April 30, 2009.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: June 15, 2009
BELLTOWER ENTERTAINMENT CORP.
By: /s/ DONALD K. BELL
______________________
Donald K. Bell
President
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