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
February 8, 2010
________________________________________________
Date of Report (Date of earliest event reported)
BELLTOWER ENTERTAINMENT CORP.
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(Exact Name of Registrant as Specified in Charter)
Nevada 000-52861 47-0926548
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
11684 Ventura Boulevard
Suite 685
Studio City, CA 91604
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(Address of principal executive offices) (Zip Code)
(877) 355-1388
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Registrant's telephone number, including area code
N/A
_____________________________________________________________
(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 8.01 OTHER EVENTS.
Belltower Entertainment Corp. is engaged in the production, as an
independent filmmaker, and in the distribution of feature length and shorter
length movies. We had been developing a film project originally known as "A Kid
for Christmas," a family comedy, with the screen play written and adapted as a
feature film by Josh Goldstein. This production project currently has a
production title of "Little Treasure."
We have entered into a series of letters of intent and agreements for the
financing of the film project and we have engaged in preliminary agreements for
its production. Forest Whitaker has agreed to be the Executive Producer of
Little Treasure and has attached his name as an actor to the project. Michael D.
Olmos has agreed to be a director. We are engaged in further negotiations with
co producers, co directors and other related necessary production professionals.
The initial budget for Little Treasure is six million, four hundred
thousand dollars. The source of funds, pursuant to our letters of intent, will
be from an unsecured bank loan to us for one million dollars from First Niagara
Financial Group (First Niagara Bank). The use of proceeds is for the production
of Little Treasure and the financial accommodations are to be repaid by us one
year from funding, with interest at the rate of six (6%) per cent per annum. We
have entered into a commercial escrow agreement with IFE Exchange Holdings, Inc.
wherein, subject to certain conditions, for equity financing/profit
participation of a total of an additional three million dollars will be made
available to us for production financing. The balance of the equity
financing/profit participation of two million, four hundred thousand dollars
will be provided by Rouge Entertainment, a Republic of China entity (Taiwan).
A single purpose entity, 3A Productions Corp., has been established to
produce and supervise the logistics of the film. All of the financing is subject
to numerous conditions precedent (approvals of budget, credits, employment of
others, cash flow schedule and major creative decisions) and conditioned on the
concurrent closing of other related production and financing agreements. We
anticipate that all condition precedent, if fulfilled or satisfied (or waived),
will result in the funding of Little Treasure on or before March 20, 2010 and we
intend to commence principal photography on or before April 5, 2010 on location
at an established production facility in Shanghai, People's Republic of China.
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: February 8, 2010
BELLTOWER ENTERTAINMENT CORP.
By: /s/ NINA YANG
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Nina Yang
President
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