BELLOWS ACQUISITION CORPORATION
        (A DEVELOPMENT STAGE COMPANY)
            FINANCIAL STATEMENTS
          AS OF DECEMBER 31, 2001


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       BELLOWS ACQUISITION CORPORATION
        (A DEVELOPMENT STAGE COMPANY)


                   CONTENTS

PAGE 1       INDEPENDENT AUDITORS' REPORT


PAGE 2       BALANCE SHEET AS OF DECEMBER 31, 2001

PAGE 3       STATEMENTS OF OPERATIONS FOR THE YEARS ENDED
             DECEMBER 31, 2001 AND 2000 AND FOR THE PERIOD FROM
             MARCH 24, 1999 (INCEPTION) TO DECEMBER 31, 2001

PAGE 4       STATEMENT OF CHANGES IN STOCKHOLDER'S EQUITY
             FOR THE PERIOD FROM MARCH 24, 1999 (INCEPTION) TO
             DECEMBER 31, 2001

PAGE 5       STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED
             DECEMBER 31, 2001 AND 2000 AND FOR THE PERIOD FROM
             MARCH 24, 1999 (INCEPTION) TO DECEMBER 31, 2001

PAGES 6 - 8  NOTES TO FINANCIAL STATEMENTS AS OF DECEMBER 31, 2001

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          INDEPENDENT AUDITORS' REPORT


To the Board of Directors of:
Bellows Acquisition Corporation
(A Development Stage Company)

We have audited the accompanying balance sheet of Bellows Acquisition
Corporation (a development stage company) as of December 31, 2001 and the
related statements of operations, changes in stockholder's equity and cash
flows for the years ended December 31, 2001 and 2000 and for the period
from March 24, 1999 (inception) to 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 audit.

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 audits 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 Bellows Acquisition
Corporation (a development stage company) as of December 31, 2001, and the
results of its operations and its cash flows for the for the years ended
December 31, 2001 and 2000 and for the period from March 24, 1999 (inception)
to December 31, 2001 in conformity with accounting principles generally
accepted in the United States of America.




WEINBERG & COMPANY, P.A.



Boca Raton, Florida
February 1, 2002

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              BELLOWS ACQUISITION CORPORATION
               (A DEVELOPMENT STAGE COMPANY)
                       BALANCE SHEET
                    DECEMBER 31, 2001
                      ASSETS

Cash                                    $ 100
                                        ------
TOTAL ASSETS                            $ 100
                                        ======



        LIABILITIES AND STOCKHOLDER'S EQUITY



LIABILITIES                             $  -

STOCKHOLDER'S EQUITY

Preferred Stock, $.0001 par value,
 20,000,000 shares authorized,
 none issued and outstanding                -
Common Stock, $.0001 par value,
 100,000,000 shares authorized,
 1,000,000 issued and outstanding         100
Additional paid-in capital                535
Deficit accumulated during
    development stage                    (535)
                                         -----
 Total Stockholder's Equity               100
                                         -----
TOTAL LIABILITIES AND
  STOCKHOLDER'S EQUITY                  $ 100
                                       =======



See accompanying notes to financial statements
                     2
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              BELLOWS ACQUISITION CORPORATION
               (A DEVELOPMENT STAGE COMPANY)
                 STATEMENT OF OPERATIONS

                                                      For the Period
                                                          From
                      For the Year   For the Year     March 24, 1999
                         Ended          Ended         (Inception) to
                      December 31,   December 31,       December 31,
                          2001          2000               2001
                      -----------    ------------     --------------

Income                $      -        $   -            $     -

Expenses
 Organization expense        -            -                 535
                      ----------      ---------        ---------


Total expenses               -            -                 535
                      ----------      ---------         ---------

NET LOSS              $      -         $  -             $  (535)
==========            ==========      =========        ==========


        See accompanying notes to financial statements
                             3
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                       BELLOWS ACQUISITION CORPORATION
                         (A DEVELOPMENT STAGE COMPANY)
                STATEMENT OF CHANGES IN STOCKHOLDER'S EQUITY
                FOR THE PERIOD FROM MARCH 24, 1999 (INCEPTION)
                           TO DECEMBER 31, 2001

                                                          Deficit
                                                         Accumulated
                                                           During
                        Common Stock Issued    Paid-In   Development
                          Shares     Amount    Capital      Stage      Total
                         -------     ------    -------   ----------   -------

Common Stock Issuance    1,000,000    $ 100     $  -        $  -       $ 100

Fair value of expenses
  contributed                   -        -        535          -         535

Net loss for the years ended:
 December 31, 1999              -        -         -          (535)     (535)
 December 31, 2000              -        -         -           -          -
 December 31, 2001              -        -         -           -          -
                          ---------   ------     -----     --------    ------
BALANCE AT
  DECEMBER 31, 2001      1,000,000    $ 100      $ 535       $(535)    $ 100
===================      =========    =====      =====      =======    ======

     See accompanying notes to financial statements
                           4

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                     BELLOWS ACQUISITION CORPORATION
                       (A DEVELOPMENT STAGE COMPANY)
                         STATEMENTS OF CASH FLOWS

                                                                 For The Period
                                                                      From
                                    For the Year                 March 24, 1999
                                       Ended         Ended       (Inception) to
                                    December 31,   December 31,   December 31,
                                       2001          2000            2001
                                    -----------    -----------   ------------

CASH FLOWS FROM OPERATING ACTIVITIES:

Net loss                             $    -         $   -          $   (535)
Adjustment to reconcile
 net loss to net cash used by
 operating activities

Contributed expenses                      -             -               535
                                       -------        -------        --------

 Net Cash Used In Operating Activities     -            -                -
                                       -------        -------        --------
CASH FLOWS FROM INVESTING ACTIVITIES      -             -                -
                                       -------        -------        --------
CASH FLOWS FROM FINANCING ACTIVITIES:

 Proceeds from issuance of common stock   -             -              100
                                       -------        -------        --------
 Net Cash Provided By Financing
    Activities                            -             -              100
                                       -------        -------        -------
INCREASE IN CASH AND CASH EQUIVALENTS     -             -              100

CASH AND CASH EQUIVALENTS - BEGINNING
   OF PERIOD                            100            100               -
                                       -------        -------        -------

CASH AND CASH EQUIVALENTS -
   END OF PERIOD                      $ 100            100             100
=========================             ========        =======         ======


          See accompanying notes to financial statements
                           5

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NOTE 1	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(A) Organization and Business Operations

Bellows Acquisition Corporation (a development stage company) ("the
Company") was incorporated in Delaware on March 24, 1999 to serve as
a vehicle to effect a merger, exchange of capital stock, asset acquisition
or other business combination with a domestic or foreign private
business.  At December 31, 2001, the Company had not yet commenced
any formal business operations, and all activity to date relates to the
Company's formation.  The Company's fiscal year end is December 31.

The Company's ability to commence operations is contingent upon its
ability to identify a prospective target business.

(B) Use of Estimates

The preparation of the financial statements in conformity with generally
accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities
and disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expenses
during the reporting period.  Actual results could differ from those
estimates.

(C) Cash and Cash Equivalents

For purposes of the statement of cash flows, the Company considers all
highly liquid investments purchased with an original maturity of three
months or less to be cash equivalents.

(D) Income Taxes

The Company accounts for income taxes under the Financial Accounting
Standards Board of Financial Accounting Standards No. 109,
"Accounting for Income Taxes" ("Statement 109").  Under Statement
109, deferred tax assets and liabilities are recognized for the future tax
consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective
tax basis.  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.  Under
Statement 109, the effect on deferred tax assets and liabilities of a
change in tax rates is recognized in income in the period that includes
the enactment date.  There were no current or deferred income tax
expense or benefits due to the Company not having any material
operations for the years ended December 31, 2001 and 2000.

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(E) New Accounting Pronouncements

The Financial Accounting Standards Board has recently issued several
new Statements of Financial Accounting Standards.  Statement No. 141,
"Business Combinations" supersedes APB Opinion 16 and various
related pronouncements.  Pursuant to the new guidance in Statement No.
141, all business combinations must be accounted for under the purchase
method of accounting; the pooling-of-interests method is no longer
permitted.  SFAS 141 also establishes new rules concerning the
recognition of goodwill and other intangible assets arising in a purchase
business combination and requires disclosure of more information
concerning a business combination in the period in which it is
completed.  This statement is generally effective for business
combinations initiated on or after July 1, 2001.

Statement No. 142, "Goodwill and Other Intangible Assets" supercedes
APB Opinion 17 and related interpretations.  Statement No. 142
establishes new rules on accounting for the acquisition of intangible
assets not acquired in a business combination and the manner in which
goodwill and all other intangibles should be accounted for subsequent to
their initial recognition in a business combination accounted for under
SFAS No. 141.  Under SFAS No. 142, intangible assets should be
recorded at fair value.  Intangible assets with finite useful lives should be
amortized over such period and those with indefinite lives should not be
amortized.  All intangible assets being amortized as well as those that
are not, are both subject to review for potential impairment under SFAS
No. 121, "Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to be Disposed of".  SFAS No. 142 also requires that
goodwill arising in a business combination should not be amortized but
is subject to impairment testing at the reporting unit level to which the
goodwill was assigned to at the date of the business combination.

SFAS No. 142 is effective for fiscal years beginning after December 15,
2001 and must be applied as of the beginning of such year to all
goodwill and other intangible assets that have already been recorded in
the balance sheet as of the first day in which SFAS No. 142 is initially
applied, regardless of when such assets were acquired.  Goodwill
acquired in a business combination whose acquisition date is on or after
July 1, 2001, should not be amortized, but should be reviewed for
impairment pursuant to SFAS No. 121, even though SFAS No. 142 has
not yet been adopted.  However, previously acquired goodwill should
continue to be amortized until SFAS No. 142 is first adopted.

Statement No. 143 "Accounting for Asset Retirement Obligations"
establishes standards for the initial measurement and subsequent
accounting for obligations associated with the sale, abandonment, or
other type of disposal of long-lived tangible assets arising from the
acquisition, construction, or development and/or normal operation of
such assets.  SFAS No. 143 is effective for fiscal years beginning after
June 15, 2002, with earlier application encouraged.

The adoption of these pronouncements will not have a material effect on
the Company's financial position or results of operations.

                                 7
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NOTE 2	STOCKHOLDER'S EQUITY

(A) Preferred Stock

The Company is authorized to issue 20,000,000 shares of preferred stock
at $.0001 par value, with such designations, voting and other rights and
preferences as may be determined from time to time by the Board of
Directors.

(B) Common Stock

The Company is authorized to issue 100,000,000 shares of common
stock at $.0001 par value.  The Company issued 1,000,000 shares of its
common stock to Pierce Mill Associates, Inc. pursuant to Section 4(2) of
the Securities Act of 1933 for an aggregate consideration of $100.

(C) Additional Paid-In Capital

Additional paid-in capital at December 31, 2001 represents the fair value
of the amount of organization and professional costs incurred by related
parties on behalf of the Company (See Note 3).


NOTE 3	AGREEMENT

On April 1, 1999, the Company signed an agreement with Rock Creek
Capital Corporation ("Rock Creek"), a related entity (See Note 4).
The Agreement calls for Rock Creek to provide the following services,
without reimbursement from the Company, until the Company enters
into a business combination as described in Note 1(A):

1.	Preparation and filing of required documents with the
           Securities and Exchange Commission.
2.	Location and review of potential target companies.
3.	Payment of all corporate, organizational, and other costs
            incurred by the Company.


NOTE 4	RELATED PARTIES

Legal counsel to the Company is a firm owned by a director of the
Company who also owns 100% of the outstanding stock of Pierce Mill
Associates, Inc. and Rock Creek (See Note 3).

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