8-K

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): May 1, 2007

YALETOWN CAPITAL, INC.

(Exact name of registrant as specified in its charter)

Nevada	333-136621	20-5163976
(State or Other Jurisdiction	(Commission File	(I.R.S. Employer
of Incorporation)	Number)	Identification Number)

Suite 200 - 3083 Grandview Hwy., Vancouver, B.C.	V5M 2E4
(Address of principal executive offices)	(Zip Code)

(Registrant's telephone number, including area code) (604) 437- 3374

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[ ] 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 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

Engagement agreement with Murray W. Schultz

On May 1, 2007, the Company appointed Murray W. Schultz as the Vice-President of Business and Film Development and the Chair of the Advisory Board of the Company, effective as of equal date. Mr. Schultz does not have any family relationship with any director, executive officer or person nominated or chosen by the Company to become a director or executive officer. Concurrent with this appointment, the Company and Mr. Schultz entered into an engagement agreement.

Murray W. Schultz, 48, Vice President Business and Film Development, Chair of the Advisory Board of the Company. Murray W. Schultz was appointed as Vice President Business and Film Development, and Chair of the Advisory Board of the Company on May 1, 2007. Mr. Schultz is an alumni of the Vancouver Film School. Over the course of the past five years, he has served as a board member and/or advisor for the following companies: Grenville Gold, ATM Income Stream, S2C Global Systems, Hybrid Technologies, Capital Dynamics and Hydrogen Turbine Technologies. He is currently acting as the president of ATM Income Stream Inc., an ATM holding company with holdings in Canada and the US.

Engagement Agreement with Randolph Cheveldave

On May 1, 2007, the Company entered into a formal engagement agreement with Randolph Cheveldave, our sole director, President, and CEO. Mr. Cheveldave has acted as our sole director, President and CEO since inception. Mr. Cheveldave was a founder of the Company.

Randolph Cheveldave, 55, Director, President and CEO. Randolph Cheveldave is a founder of the Company. Mr. Cheveldave is a Canadian film icon with a 30-year track record in the business of financing, producing, directing and distributing film and television entertainment. He has worked extensively with industry legends such as Frances Ford Coppola, Michael Cimino and Chris Brancatto. Mr. Cheveldave has earned the respect of influential industry executives on both sides of the Canada/US border. Mr. Cheveldave is a seasoned vetran and respected member of the West Coast film and television industry, as he has worked with many cast, crew, directors, producers, studios and financiers. Since 1973, Mr. Cheveldave has produced, managed and directed over 45 film and television productions, in addition to having developed and financed several more. Mr. Cheveldave has spent his entire post education career in the film and television business. Mr. Cheveldave currently also works as a consultant to Peace Arch Entertainment.

Item 9.01 Financial Statements and Exhibits

(a) Financial statements of businesses acquired.

Not applicable.

(b) Pro forma financial information.

Not applicable.

(c) Shell company transactions.

Not applicable.

(d) Exhibits

Exhibit No.	Description
10.1	Engagement Agreement dated May 1, 2007, entered into by and among the Company, Murray Schultz, and the individuals signatory thereto.*
10.2	Engagement Agreement dated May 1, 2007, entered into by and among the Company, Randolph Cheveldave, and the individuals signatory thereto.*

*Filed herewith.

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.

	Yaletown Capital, Inc.
Date: May 18, 2007	By:	/s/ Randolph Cheveldave
		Randolph Cheveldave
		President and Chief Executive Officer

EX-10.1

Exhibit 10.1

ENGAGEMENT AGREEMENT

THIS AGREEMENT made as of the 1st day of _____, 2007.

BETWEEN:

YALETOWN CAPITAL INC., a Nevada corporation having an office located at Suite 200-3083 Grandview Hwy, Vancouver, British Columbia

(the "Company")

OF THE FIRST PART

AND:

MURRAY SCHULTZ, a businessperson of Vancouver, British Columbia

(the "Advisor")

OF THE SECOND PART

WHEREAS:

A.The Company is a public company providing bridge loans and other financing for film projects.

B.The Company wishes to engage the Advisor on the terms and conditions of this Agreement.

NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the material promises and conditions contained in this Agreement, the Company and the Advisor agree as follows:

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1.Engagement

The Company hereby engages the Advisor to act as the Vice-President of Business and Film Development and the Advisory Board Chair of the Company, and the Advisor hereby accepts the engagement upon the terms and conditions hereinafter set forth.

2. Period of Engagement

Subject to the provisions for termination as hereinafter provided, the term of the engagement shall be for an initial period of one year commencing on the effective date of this agreement and shall automatically renew thereafter for one (1) year periods with the mutual agreement of the parties (the "Period of Engagement"), unless the Company or the Advisor gives the other party 60 days written notice of non-renewal, in which case this Agreement will terminate.

3. Services

The Advisor agrees to serve in the position and carry out the duties and responsibilities described in Schedule "A" and perform such other services as may be designated from time to time by the Company.

4. Compensation

(a)   Salary

The Advisor agrees to initially forego a salary in the Company. As the Company is financially able, the Company and the Advisor shall mutually agree upon a salary that shall be commensurate within the industry for such a position.

(b) Incentives/Bonuses

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In addition to the fee set forth above, the Advisor shall be compensated from time to time by the issuance of additional shares on a performance basis. Such compensation shall be on an irregular basis and shall be negotiated directly between the Company and the Advisor.

(c) Expenses Reimbursement

The Company will reimburse the Advisor for the costs of all travel to meetings where attendance has been specifically requested by the Company.

5. N/A

6. Termination of Engagement

(a)   Termination by the Company

The Company may at any time during the Period of Engagement terminate this Agreement for cause, without notice and without liability for any claim, action or demand upon the happening of one or more of the following events:

(i)   if the Advisor, fails or refuses, repeatedly, to comply in any material respect with the reasonable policies, standards or regulations of the Company established from time to time in writing and in accordance with this Agreement;

(ii)   if the Advisor fails to perform in any material respect his duties determined by the Company in accordance with this Agreement and consistent with the customary duties of the Advisor’s engagement;

(iii)   if the Advisor conducts himself in a wilfully dishonest, or an unethical or fraudulent manner that materially discredits the Company or is materially detrimental to the reputation, character or standing of the Company; or

(iv)   if the Advisor conducts any unlawful or criminal activity, which activity materially discredits the Company or is materially detrimental to the reputation, character or standing of the Company.

Notwithstanding the above, the Company may at any time during the Period of Engagement terminate this Agreement by paying to the Advisor a lump sum amount equal to three month’s fee, and by providing to the Advisor the amount of any performance bonus to which the Advisor would have been entitled or becomes entitled to pursuant to Section 4(b) above.

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(b)Termination by the Advisor

The Advisor may terminate this Agreement at any time by providing 60 days written notice to the Company and any fee or performance bonus to which the Advisor would have been entitled or becomes entitled to pursuant to Section 4(b) above will cease on the date of termination.

7.Property of the Company

The Advisor hereby acknowledges and agrees that all personal property, including without limitation, all books, manuals, records, reports, notes, contracts, lists, and other documents, proprietary information (as defined below), copies of any of the foregoing, and equipment furnished to or prepared by the Advisor in the course of or incidental to his engagement, including, without limitation, records and any other materials pertaining to the Company or its business, belonging to the Company shall be promptly returned to the Company upon termination of the Period of Engagement.

8.Proprietary Information and Non-Competition

(a) Proprietary Information

"Proprietary Information" means information about the Company disclosed to the Advisor, known by the Advisor or developed by the Advisor, alone or with others, in connection with his engagement by the Company, which is not generally known to the industry in which the Company is or may become engaged about the Company's products, processes, and services, including but not limited to, information relating to customers, sources of supply, personnel, sources or methods of financing, marketing, pricing, merchandising, interest rates, or sales.

(b) Non-Disclosure of Proprietary Information

The Advisor acknowledges that all Proprietary Information is received or developed by him in confidence and is the property of the Company. During the period of engagement and thereafter, the Advisor will not, directly or indirectly, except as required by the normal business of the Company or expressly consented to in writing by the Company:

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(i) disclose, publish or make available, other than to an authorized employee, Advisor, or Advisor of the Company, any Proprietary Information;

(ii) sell, transfer or otherwise use or exploit any Proprietary Information;

(iii) permit the sale, transfer, or use or exploitation of any Proprietary Information by any third party; or

(iv) retain upon termination or expiration of the Period of Engagement any Proprietary Information, any copies thereof or any other tangible or retrievable materials containing or constituting Proprietary Information.

(c) Disclosure of Proprietary Information

If, at any time, the Advisor becomes aware of any unauthorized access, use, possession or knowledge of any Proprietary Information, the Advisor shall immediately notify the Company. The Advisor shall provide all reasonable assistance to the Company to protect the confidentiality of any such Proprietary Information that the Advisor may have directly or indirectly disclosed, published or made available to third parties in breach of this Agreement, including, but not limited to, reimbursement for any and all solicitor's fees that the Company may incur to protect its rights therein. The Advisor shall take all reasonable steps requested by the Company to prevent the recurrence of such unauthorized access, use, possession or knowledge.

(d) Interference with Business

During the Period of Engagement, the Advisor shall devote sufficient time, ability and attention to the business of the Company. During the Period of Engagement, the Advisor shall not, directly or indirectly, compete or assist any third party in competing with the Company. Following the Period of Engagement, the Advisor shall not:

(i) employ any Proprietary Information for himself or in the service of others or interfere with the Company's relationship with its clients, purchasers or suppliers;

(ii) use Proprietary Information to solicit business for himself or in the service of others from clients, suppliers or purchasers of the Company;

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(iii) in any way breach the confidence that the Company has placed in the Advisor;

(iv) misappropriate any Proprietary Information; or

(v) breach any of the provisions of this section.

9.Assignment, Successors and Assigns

The Advisor agrees that he will not assign, transfer or otherwise dispose of any rights or obligations under this Agreement. Any such purported assignment or transfer shall be null and void. Nothing in this Agreement shall prevent the consolidation of the Company with, or its merger into, any other corporation, or the sale by the Company of all or substantially all of its properties or assets, or the assignment by the Company of this agreement and the performance of its obligations hereunder to any successor in interest or any affiliated company. Subject to the foregoing, this Agreement shall be binding upon and shall enure to the benefit of the parties and their respective heirs, legal representatives, successors, and permitted assigns, and shall not benefit any person or entity other than those enumerated above.

10.General Provisions

(a) Any notices to be given hereunder by either party to the other shall be in writing and may be transmitted by personal delivery or by mail, registered or certified, postage prepaid with return receipt requested. Mailed notices shall be addressed to the parties at the address appearing in the introductory section of this Agreement, but each party may change that address by written notice in accordance with this section. Notice delivered personally shall be deemed communicated as of the date of actual receipt; mailed notices shall be deemed communicated two days after the date of mailing.

(b) This Agreement supersedes any and all other agreements, either oral or in writing, between the parties hereto with respect to the engagement of the Advisor by the Company, and contains all of the covenants and agreements between the parties with respect to that engagement in any manner whatsoever. Each party to this Agreement acknowledges that no representations, inducements, promises, or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein, and that no other agreement, statement or promise not contained in this Agreement shall be valid or binding on either party.

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(c) The parties hereto agree and warrant to use best efforts, due diligence, and to maintain full disclosure of all matters of the business and conduct of the parties in respect to this Agreement.

(d) The parties hereunto agree and acknowledge that they have each sought separate counsel because the effects of this Agreement are material to their fortunes, and the consequences of this Agreement are onerous, far reaching and engage serious obligations.

(e) Any modification of this Agreement will be effective only if it is in writing and signed by the party to be bound thereby.

(f) The failure of either party to insist on strict compliance with any of the terms, covenants, or conditions of this Agreement by other party shall not be deemed a waiver of that term, covenant or condition, nor shall any waiver or relinquishment of any right or power at any one time or times be deemed a waiver or relinquishment of that right to power for all or any other times.

(g) If any provision to this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions shall nevertheless continue in full force without being impaired or invalidated in any way.

(h) This Agreement shall be governed by and construed in accordance with the laws and courts of the Province of British Columbia.

(i) The parties hereto agree to execute and to cause to be effected such additional documents or matters as shall be required to fully and effectually achieve the intent hereof and to achieve matters collateral hereto including, but not limited to necessary corporate resolutions, necessary regulatory filings, specific management agreements, or such other matters required between the parties that are necessary to effect the intent of this Agreement and matters collateral.

IN WITNESS WHEREOF the parties have duly executed this Agreement as of the date first written above.

THE CORPORATE SEAL of	)
YALETOWN CAPITAL INC.	)
was hereunto affixed in the presence	)
of its duly authorized signatory :	)
Authorized Signatory	)
SIGNED, SEALED AND DELIVERED by	)
MURRAY SCHULTZ in the presence of	)
Witness Signature)MURRAY SCHULTZ	)

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This is SCHEDULE "A" to an Engagement Agreement dated ________ 1, 2007.

The Advisor agrees to serve in the position and with the duties and responsibilities as set out below, and to perform such other duties as set out from time to time from the Company.

POSITION:VICE PRESIDENT OF BUSINESS AND FILM DEVELOPMENT and ADVISORY BOARD CHAIR

DUTIES & RESPONSIBILITIES:

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EX-10.2

Exhibit 10.2

ENGAGEMENT AGREEMENT

THIS AGREEMENT made as of the 1st day of _____, 2007.

BETWEEN:

YALETOWN CAPITAL INC., a Nevada corporation having an office located at Suite 200-3083 Grandview Hwy, Vancouver, British Columbia

(the "Company")

OF THE FIRST PART

AND:

RANDOLPH CHEVELDAVE, a businessperson of Vancouver, British Columbia

(the "Director")

OF THE SECOND PART

WHEREAS:

A.The Company is a public company providing bridge loans and other financing for film projects.

B.The Company wishes to engage the Director on the terms and conditions of this Agreement.

NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the material promises and conditions contained in this Agreement, the Company and the Director agree as follows:

1

1.Engagement

The Company hereby engages the Director to act as the President and CEO of the Company, and the Director hereby accepts the engagement upon the terms and conditions hereinafter set forth.

2. Period of Engagement

Subject to the provisions for termination as hereinafter provided, the term of the engagement shall be for an initial period of one year commencing on the effective date of this agreement and shall automatically renew thereafter for one (1) year periods with the mutual agreement of the parties (the "Period of Engagement"), unless the Company or the Director gives the other party 60 days written notice of non-renewal, in which case this Agreement will terminate.

3. Services

The Director agrees to serve in the position and carry out the duties and responsibilities described in Schedule "A" and perform such other services as may be designated from time to time by the Company.

4. Compensation

(a)   Salary

The Director agrees to initially forego a salary in the Company. The Company and the Director shall mutually agree upon a salary commencing September 1, 2007, that shall be commensurate within the industry for such a positon.

(b) Incentives/Bonuses

In addition to the fee set forth above, the Director shall be compensated from time to time by the issuance of additional shares on a performance basis. Such compensation shall be on an irregular basis and shall be negotiated directly between the Company and the Director.

(c) Expenses Reimbursement

The Company will reimburse the Director for the costs of all travel to meetings where attendance has been specifically requested by the Company.

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5. N/A

6. Termination of Engagement

(a)   Termination by the Company

The Company may at any time during the Period of Engagement terminate this Agreement for cause, without notice and without liability for any claim, action or demand upon the happening of one or more of the following events:

(i)   if the Director, fails or refuses, repeatedly, to comply in any material respect with the reasonable policies, standards or regulations of the Company established from time to time in writing and in accordance with this Agreement;

(ii)   if the Director fails to perform in any material respect his duties determined by the Company in accordance with this Agreement and consistent with the customary duties of the Director’s engagement;

(iii)   if the Director conducts himself in a wilfully dishonest, or an unethical or fraudulent manner that materially discredits the Company or is materially detrimental to the reputation, character or standing of the Company; or

(iv)   if the Director conducts any unlawful or criminal activity, which activity materially discredits the Company or is materially detrimental to the reputation, character or standing of the Company.

Notwithstanding the above, the Company may at any time during the Period of Engagement terminate this Agreement by paying to the Director a lump sum amount equal to three month’s fee, and by providing to the Director the amount of any performance bonus to which the Director would have been entitled or becomes entitled to pursuant to Section 4(b) above.

(b)Termination by the Director

The Director may terminate this Agreement at any time by providing 60 days written notice to the Company and any fee or performance bonus to which the Director would have been entitled or becomes entitled to pursuant to Section 4(b) above will cease on the date of termination.

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7.Property of the Company

The Director hereby acknowledges and agrees that all personal property, including without limitation, all books, manuals, records, reports, notes, contracts, lists, and other documents, proprietary information (as defined below), copies of any of the foregoing, and equipment furnished to or prepared by the Director in the course of or incidental to his engagement, including, without limitation, records and any other materials pertaining to the Company or its business, belonging to the Company shall be promptly returned to the Company upon termination of the Period of Engagement.

8.Proprietary Information and Non-Competition

(a) Proprietary Information

"Proprietary Information" means information about the Company disclosed to the Director, known by the Director or developed by the Director, alone or with others, in connection with his engagement by the Company, which is not generally known to the industry in which the Company is or may become engaged about the Company's products, processes, and services, including but not limited to, information relating to customers, sources of supply, personnel, sources or methods of financing, marketing, pricing, merchandising, interest rates, or sales.

(b) Non-Disclosure of Proprietary Information

The Director acknowledges that all Proprietary Information is received or developed by him in confidence and is the property of the Company. During the period of engagement and thereafter, the Director will not, directly or indirectly, except as required by the normal business of the Company or expressly consented to in writing by the Company:

(i) disclose, publish or make available, other than to an authorized employee, Director, or Director of the Company, any Proprietary Information;

(ii) sell, transfer or otherwise use or exploit any Proprietary Information;

(iii) permit the sale, transfer, or use or exploitation of any Proprietary Information by any third party; or

(iv) retain upon termination or expiration of the Period of Engagement any Proprietary Information, any copies thereof or any other tangible or retrievable materials containing or constituting Proprietary Information.

(c) Disclosure of Proprietary Information

If, at any time, the Director becomes aware of any unauthorized access, use, possession or knowledge of any Proprietary Information, the Director shall immediately notify the Company. The Director shall provide all reasonable assistance to the Company to protect the confidentiality of any such Proprietary Information that the Director may have directly or indirectly disclosed, published or made available to third parties in breach of this Agreement, including, but not limited to, reimbursement for any and all solicitor's fees that the Company may incur to protect its rights therein. The Director shall take all reasonable steps requested by the Company to prevent the recurrence of such unauthorized access, use, possession or knowledge.

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(d) Interference with Business

During the Period of Engagement, the Director shall devote sufficient time, ability and attention to the business of the Company. During the Period of Engagement, the Director shall not, directly or indirectly, compete or assist any third party in competing with the Company. Following the Period of Engagement, the Director shall not:

(i) employ any Proprietary Information for himself or in the service of others or interfere with the Company's relationship with its clients, purchasers or suppliers;

(ii) use Proprietary Information to solicit business for himself or in the service of others from clients, suppliers or purchasers of the Company;

(iii) in any way breach the confidence that the Company has placed in the Director;

(iv) misappropriate any Proprietary Information; or

(v) breach any of the provisions of this section.

9.Assignment, Successors and Assigns

The Director agrees that he will not assign, transfer or otherwise dispose of any rights or obligations under this Agreement. Any such purported assignment or transfer shall be null and void. Nothing in this Agreement shall prevent the consolidation of the Company with, or its merger into, any other corporation, or the sale by the Company of all or substantially all of its properties or assets, or the assignment by the Company of this agreement and the performance of its obligations hereunder to any successor in interest or any affiliated company. Subject to the foregoing, this Agreement shall be binding upon and shall enure to the benefit of the parties and their respective heirs, legal representatives, successors, and permitted assigns, and shall not benefit any person or entity other than those enumerated above.

10.General Provisions

(a) Any notices to be given hereunder by either party to the other shall be in writing and may be transmitted by personal delivery or by mail, registered or certified, postage prepaid with return receipt requested. Mailed notices shall be addressed to the parties at the address appearing in the introductory section of this Agreement, but each party may change that address by written notice in accordance with this section. Notice delivered personally shall be deemed communicated as of the date of actual receipt; mailed notices shall be deemed communicated two days after the date of mailing.

(b) This Agreement supersedes any and all other agreements, either oral or in writing, between the parties hereto with respect to the engagement of the Director by the Company, and contains all of the covenants and agreements between the parties with respect to that engagement in any manner whatsoever. Each party to this Agreement acknowledges that no representations, inducements, promises, or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein, and that no other agreement, statement or promise not contained in this Agreement shall be valid or binding on either party.

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(c) The parties hereto agree and warrant to use best efforts, due diligence, and to maintain full disclosure of all matters of the business and conduct of the parties in respect to this Agreement.

(d) The parties hereunto agree and acknowledge that they have each sought separate counsel because the effects of this Agreement are material to their fortunes, and the consequences of this Agreement are onerous, far reaching and engage serious obligations.

(e) Any modification of this Agreement will be effective only if it is in writing and signed by the party to be bound thereby.

(f) The failure of either party to insist on strict compliance with any of the terms, covenants, or conditions of this Agreement by other party shall not be deemed a waiver of that term, covenant or condition, nor shall any waiver or relinquishment of any right or power at any one time or times be deemed a waiver or relinquishment of that right to power for all or any other times.

(g) If any provision to this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions shall nevertheless continue in full force without being impaired or invalidated in any way.

(h) This Agreement shall be governed by and construed in accordance with the laws and courts of the Province of British Columbia.

(i) The parties hereto agree to execute and to cause to be effected such additional documents or matters as shall be required to fully and effectually achieve the intent hereof and to achieve matters collateral hereto including, but not limited to necessary corporate resolutions, necessary regulatory filings, specific management agreements, or such other matters required between the parties that are necessary to effect the intent of this Agreement and matters collateral.

IN WITNESS WHEREOF the parties have duly executed this Agreement as of the date first written above.

THE CORPORATE SEAL of	)
YALETOWN CAPITAL INC.	)
was hereunto affixed in the presence	)
of its duly authorized signatory:	)
Authorized Signatory	)
SIGNED, SEALED AND DELIVERED by	)
RANDOLPH CHEVELDAVE in the presence of	)
Witness Signature)RANDOLPH CHEVELDAVE	)

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This is SCHEDULE "A" to an Engagement Agreement dated ________ 1, 2007.

The Director agrees to serve in the position and with the duties and responsibilities as set out below, and to perform such other duties as set out from time to time from the Company.

POSITION:PRESIDENT AND CEO

DUTIES & RESPONSIBILITIES:

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