SECURITIES AND EXCHANGE COMMISSION
                         Washington, D.C.  20549

                               FORM 10-KSB/A
(Mark One)
[X]              ANNUAL REPORT UNDER SECTION 13 OR 15(d)
                 OF THE SECURITIES EXCHANGE ACT OF 1934

                        For the fiscal year ended
                             December 31, 2002
   OR
[  ]           TRANSITION REPORT PURSUANT TO SECTION 13 OR
               15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
                  For the transition period from        to

                      Commission file number 0-31383

                     BELLOWS ACQUISITION CORPORATION
           (Exact name of small business issuer in its charter)

              Delaware                         52-2257543
        (State or other jurisdiction of         (I.R.S. Employer
        incorporation or organization)          Identification No.)

               1504 R Street, N.W., Washington, D.C. 20009
           (Address of principal executive offices)  (zip code)

           Issuer's Telephone Number:     202/387-5400

This amendment is filed to correct certain typographical errors
appearing in the certification section.

Securities registered under Section 12(g) of the Exchange Act:
Common Stock, $.0001 par value per share

Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the last 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.   Yes   X     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.
[  ]

State issuer's revenues for its most recent fiscal year.    $ 0.

State the aggregate market value of the voting and non-voting common
equity held by non-affiliates computed by reference to the price at which
the common equity was sold, or the average bid and asked price of such
common equity, as of a specified date within the past 60 days.
          $ 0.

State the number of shares outstanding of each of the issuer's classes of
     common equity, as of the latest practicable date.

                  Class              Outstanding at December 31, 2002

Common Stock, par value $0.0001                 1,000,000

Documents incorporated by reference:    None

                                  PART I

Item 1.  Description of Business

     Bellows Acquisition Corporation (the "Company") was incorporated on
March 24, 1999 under the laws of the State of Delaware to engage in any
lawful corporate undertaking, including, but not limited to, selected
mergers and acquisitions. The Company has been in the developmental stage
since inception and has no operations to date other than issuing shares
to its original shareholder.

     The Company's purpose is to seek, investigate and, if such
investigation warrants, acquire an interest in a business entity which
desires to seek the perceived advantages of a corporation which has a
class of securities registered under the Exchange Act.  The Company will
not restrict its search to any specific business, industry, or
geographical location and it may participate in a business venture of
virtually any kind or nature.  Management anticipates that it will be
able to participate in only one potential business venture because the
Company has nominal assets and limited financial resources.

     The Company registered its common stock on a Form 10-SB registration
statement filed pursuant to the Securities Exchange Act of 1934 (the
"Exchange Act") and Rule 12(g) thereof.  The Company files with the
Securities and Exchange Commission periodic and current reports under
Rule 13(a) of the Exchange Act, including quarterly reports on Form 10-
QSB and annual reports Form 10-KSB.

Item 2.  Description of Property

     The Company has no properties and at this time has no agreements to
acquire any properties.  The Company currently uses the offices of
management at no cost to the Company.  Management has agreed to continue
this arrangement until the Company completes a business combination.

Item 3.  Legal Proceedings

     There is no litigation pending or threatened by or against the
Company.

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

     No matter was submitted to a vote of security holders, through the
solicitation of proxies or otherwise, during the fourth quarter of the
fiscal year covered by this report.


<PAGE>
                                 PART II

Item 5.  Market for Common Equity and Related Stockholder Matters

     There is currently no public market for the Company's securities.

     Following a business combination, a target company will normally
wish to cause the Company's common stock to trade in one or more United
States securities markets.  The target company may elect to take the
steps required for such admission to quotation following the business
combination or at some later time.

     At such time as it qualifies, the Company may choose to apply for
quotation of its securities on the NASD OTC Bulletin Board.

     The NASD OTC Bulletin Board is a dealer-driven quotation service.
Unlike the Nasdaq Stock Market, companies cannot directly apply to be
quoted on the NASD OTC Bulletin Board, only market makers can initiate
quotes, and quoted companies do not have to meet any quantitative
financial requirements.  Any equity security of a reporting company not
listed on the Nasdaq Stock Market or on a national securities exchange is
eligible.

     As such time as it qualifies, the Company may choose to apply for
quotation of its securities on the Nasdaq SmallCap Market.

     In order to qualify for listing on the Nasdaq SmallCap Market, a
company must have at least (i) net tangible assets of $4,000,000 or
market capitalization of $50,000,000 or net income for two of the last
three years of $750,000; (ii) a public float of 1,000,000 shares with a
market value of $5,000,000; (iii) a bid price of $4.00; (iv) three market
makers; (v) 300 shareholders and (vi) an operating history of one year
or, if less than one year, $50,000,000 in market capitalization.  For
continued listing on the Nasdaq SmallCap Market, a company must have at
least (i) net tangible assets of $2,000,000 or market capitalization of
$35,000,000 or net income for two of the last three years of $500,000;
(ii) a public float of 500,000 shares with a market value of $1,000,000;
(iii) a bid price of $1.00; (iv) two market makers; and (v) 300
shareholders.

     In general there is greatest liquidity for traded securities on the
Nasdaq SmallCap Market and less on the NASD OTC Bulletin Board.  It is
not possible to predict where, if at all, the securities of the Company
will be traded following a business combination.

     During the past three years, the Company has sold securities which
were not registered as follows:

                                       NUMBER OF
DATE                NAME               SHARES         CONSIDERATION

March 25, 1999      Pierce Mill
                Associates, Inc.(1)     1,000,000      $  100
 ________

     (1)  Mr. Cassidy, the president and sole director of the Company, is
the sole director and shareholder of Pierce Mill Associates, Inc. and is
therefore considered to be the beneficial owner of the common stock of
the Company issued to it.

Item 6.  Management's Discussion and Analysis or Plan of Operation

     The Company will attempt to locate and negotiate with a business
entity for the combination of that target company with the Company.  The
combination will normally take the form of a merger, stock-for-stock
exchange or stock-for-assets exchange (the "business combination").  In
most instances the target company will wish to structure the business
combination to be within the definition of a tax-free reorganization
under Section 351 or Section 368 of the Internal Revenue Code of 1986, as
amended.  No assurances can be given that the Company will be successful
in locating or negotiating with any target business.

     The Company has not restricted its search for any specific kind of
businesses, and it may acquire a business which is in its preliminary or
development stage, which is already in operation, or in essentially any
stage of its business life. It is impossible to predict the status of any
business in which the Company may become engaged, in that such business
may need to seek additional capital, may desire to have its shares
publicly traded, or may seek other perceived advantages which the Company
may offer.

     In implementing a structure for a particular business acquisition,
the Company may become a party to a merger, consolidation,
reorganization, joint venture, or licensing agreement with another
corporation or entity.

     It is anticipated that any securities issued in any such business
combination would be issued in reliance upon exemption from registration
under applicable federal and state securities laws.  In some
circumstances, however, as a negotiated element of its transaction, the
Company may agree to register all or a part of such securities
immediately after the transaction is consummated or at specified times
thereafter.  If such registration occurs, it will be undertaken by the
surviving entity after the Company has entered into an agreement for a
business combination or has consummated a business combination.  The
issuance of additional securities and their potential sale into any
trading market which may develop in the Company's securities may depress
the market value of the Company's securities in the future if such a
market develops, of which there is no assurance.

     The Company will participate in a business combination only after
the negotiation and execution of appropriate agreements.  Negotiations
with a target company will likely focus on the percentage of the Company
which the target company shareholders would acquire in exchange for their
shareholdings.  Although the terms of such agreements cannot be
predicted, generally such agreements will require certain representations
and warranties of the parties thereto, will specify certain events of
default, will detail the terms of closing and the conditions which must
be satisfied by the parties prior to and after such closing and will
include miscellaneous other terms.  Any merger or acquisition effected by
the Company can be expected to have a significant dilutive effect on the
percentage of shares held by the Company's shareholders at such time.

     The Company has entered into an agreement with Rock Creek Capital
Corporation to supervise the search for target companies as potential
candidates for a business combination.  The agreement will continue until
such time as the Company has effected a business combination.  Rock Creek
Capital Corporation has agreed to pay all expenses of the Company until
such time as a business combination is effected, without repayment.
James M. Cassidy, the sole officer and director of the Company, is the
sole officer, director and beneficial shareholder of Rock Creek Capital
Corporation.

     The Company does not anticipate expending funds itself for locating
a target company.  James M. Cassidy, the officer and director of the
Company, provides his services without charge or repayment.  The Company
will not borrow any funds to make any payments to the Company's
management, its affiliates or associates.  If Rock Creek Capital
Corporation stops or becomes unable to continue to pay the Company's
operating expenses, the Company may not be able to timely make its
periodic reports required under the Exchange Act nor to continue to
search for an acquisition target.

     Rock Creek Capital Corporation may only locate potential target
companies for the Company and is not authorized to enter into any
agreement with a potential target company binding the Company.  Rock
Creek Capital Corporation may provide assistance to target companies
incident to and following a business combination, and receive payment for
such assistance from target companies. The agreement with Rock Creek
Capital Corporation is not exclusive and the Company may enter into
similar agreements with other persons or entities.

     The Board of Directors has passed a resolution which contains a
policy that the Company will not seek a business combination with any
entity in which the Company's officer, director, shareholders or any
affiliate or associate serves as an officer or director or holds any
ownership interest.

Item 7.  Financial Statements

     The financial statements for the year ended December 31, 2002 are
attached to this filing.

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

     There were no changes in or disagreements with accountants on
accounting and financial disclosure for the period covered by this
report.

                                 PART III

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

     The Directors and Officers of the Company are as follows:

        Name                     Age         Positions and
                                             Offices Held
      -----------------                      -----------
     James M. Cassidy            67          President, Secretary, Director

     There are no agreements or understandings for the officer or
director to resign at the request of another person and the above-named
officer and director is not acting on behalf of nor will act at the
direction of any other person.

     Set forth below is the name of the director and officer of the
Company, all positions and offices with the Company held, the period
during which he has served as such, and the business experience during at
least the last five years:

     James Michael Cassidy, Esq., LL.B., LL.M., received a Bachelor of
Science in Languages and Linguistics from Georgetown University in 1960,
a Bachelor of Laws from The Catholic University School of Law in 1963,
and a Master of Laws in Taxation from The Georgetown University School of
Law in 1968. From 1963-1964, Mr. Cassidy was law clerk to the Honorable
Inzer B. Wyatt of the United States District Court for the Southern
District of New York. From 1964-1965, Mr. Cassidy was law clerk to the
Honorable Wilbur K. Miller of the United States Court of Appeals for the
District of Columbia.  From 1969-1975, Mr. Cassidy was an associate of
the law firm of Kieffer & Moroney and a principal in the law firm of
Kieffer & Cassidy, Washington, D.C.  From 1975 to date, Mr. Cassidy has
been a principal in the law firm of Cassidy & Associates, Washington,
D.C. and its predecessors, specializing in securities law and related
corporate and federal taxation matters. Mr. Cassidy is a member of the
bars of the District of Columbia and the State of New York and is
admitted to practice before the United States Tax Court and the United
States Supreme Court.

     On June 4, 2001, without admitting or denying any wrongdoing, James
M. Cassidy, the sole director and executive officer of the Company, and
TPG Capital Corporation, a corporation controlled by Mr. Cassidy,
consented to the issuance of an order by the Securities and Exchange
Commission to cease and desist from committing or causing any violation
and any future violation of Section 10(b) of the Securities Exchange Act
of 1934 ("1934 Act") and Rule 10b-5 thereunder and from causing any
violation and future violation of Section 13(a) of the 1934 Act and Rules
13a-13 and 12b-20 thereunder in connection with arranging reverse mergers
between reporting companies that they controlled and issuers facing
possible delisting from the NASD OTC Bulletin Board.

     Specifically, the Securities and Exchange Commission said that Mr.
Cassidy and TPG had filed amended registration statements for five
reporting companies that wrongly stated that the companies were not
engaged at that time in negotiations with specific entities regarding a
possible business combination.  Three of these companies also filed
periodic reports under the 1934 Act, which the Securities and Exchange
Commission said wrongly stated that they were not engaged at that time in
merger negotiations.  TPG Capital Corporation also agreed to consent,
without admitting or denying any wrongdoing, to the payment of a civil
penalty.

Other Similar Companies

     James M. Cassidy, the president of the Company, has been and is
currently involved with companies similar to this one.  The initial
business purpose of each of these companies was or is to engage in a
business combination with an unidentified company or companies.

Conflicts of Interest

     A conflict may arise in the event that a similar company with which
Mr. Cassidy is affiliated also actively seeks a target company.  It is
anticipated that target companies will be located for the Company and
other similar companies in chronological order of the date of formation
of such companies or, in the case of companies formed on the same date,
alphabetically.  However, other companies may differ from the Company in
certain items such as place of incorporation, number of shares and
shareholders, working capital, types of authorized securities, or other
items.  It may be that a target company may be more suitable for or may
prefer a certain company formed after the Company.  In such case, a
business combination might be negotiated on behalf of the more suitable
or preferred similar company regardless of date of formation.

     Mr. Cassidy is the principal of Cassidy & Associates, a law firm
located in Washington, D.C. As such, demands may be placed on the time of
Mr. Cassidy which would detract from the amount of time he is able to
devote to the Company.  Mr. Cassidy intends to devote as much time to the
activities of the Company as required.  However, should such a conflict
arise, there is no assurance that Mr. Cassidy would not attend to other
matters prior to those of the Company.

     The terms of business combination may include such terms as Mr.
Cassidy remaining a director or officer of the Company and/or the
continuing securities or other legal work of the Company being handled by
the law firm of which Mr. Cassidy is the principal.  The terms of a
business combination may provide for a payment by cash or otherwise to
Pierce Mill Associates, Inc. by a target business for the purchase of all
or some of the common stock of the Company owned by Pierce Mill
Associates, Inc.  Mr. Cassidy would directly benefit from such employment
or payment. Such benefits may influence Mr. Cassidy's choice of a target
business.

     The Company will not enter into a business combination, or acquire
any assets of any kind for its securities, in which management or
promoters of the Company or any affiliates or associates have any
interest, direct or indirect.

     There are no binding guidelines or procedures for resolving
potential conflicts of interest. Failure by management to resolve
conflicts of interest in favor of the Company could result in liability
of management to the Company.  However, any attempt by shareholders to
enforce a liability of management to the Company would most likely be
prohibitively expensive and time consuming.

Item 10.  Executive Compensation

     The Company's officer and director does not receive any compensation
for his services rendered to the Company, nor has he received such
compensation in the past.  The officer and director is not accruing any
compensation pursuant to any agreement with the Company.  However, the
officer and director of the Company anticipates receiving benefits as a
beneficial shareholder of the Company and as a principal of Pierce Mill
Associates, Inc. and Rock Creek Capital Corporation.

     No retirement, pension, profit sharing, stock option or insurance
programs or other similar programs have been adopted by the Company for
the benefit of its employees.

Item 11.  Security Ownership of Certain Beneficial Owners and Management

     The following table sets forth, as of December 31, 2002, each person
known by the Company to be the beneficial owner of five percent or more
of the Company's common stock and the director and officer of the
Company.  Except as noted, the holder thereof has sole voting and
investment power with respect to the shares shown.

   Name and Address                Amount of Beneficial     Percent of
   of Beneficial Owner             Ownership                Outstanding Stock
   -------------------
   Pierce Mill Associates, Inc.       1,000,000               100%
   1504 R Street, N.W.
   Washington, D.C. 20009

   James M. Cassidy(1)                1,000,000               100%
   1504 R Street, N.W.
   Washington, D.C. 20009

   All Executive Officers and
   Directors as a Group
   (1 Person)                         1,000,000               100%

(1)  Mr. Cassidy is the sole director and shareholder of Pierce Mill
     Associates, Inc. and is therefore considered the beneficial owner of
     the shares of common stock owned by it.

Item 12.  Certain Relationships and Related Transactions

     On March 25, 1999, the Company issued a total of 1,000,000 shares of
common stock to the following entity for a total of $100 in cash:

                                 NUMBER OF                TOTAL
     NAME                        SHARES              CONSIDERATION

Pierce Mill Associates, Inc.      1,000,000           $  100

     The Board of Directors has passed a resolution which contains a
policy that the Company will not seek an acquisition or merger with any
entity in which the Company's officer, director or shareholder or their
affiliates or associates serve as officer or director or hold any
ownership interest.  Management is not aware of any circumstances under
which this policy may be changed.

Item 13.  Exhibits and Reports on Form 8-K

     (a)  Exhibits

     (b)  There were no reports on Form 8-K filed by the Company during
the quarter ended December 31, 2002.

Item 14.  Controls and Procedures

     Within the 90 days prior to the filing date of this report, the
Company carried out an evaluation of the effectiveness of the design and
operation of its disclosure controls and procedures pursuant to Exchange
Act Rule 13a-14.  This evaluation  was done under the supervision and
with the participation of the Company's principal executive officer (who
is also the principal financial officer).  Based upon that evaluation, he
believes that the Company's disclosure controls and procedures are
effective in gathering, analyzing and disclosing information needed to
ensure that the information required to be disclosed by the Company in its
periodic reports is recorded, summarized and processed timely.  The principal
executive officer  is directly involved in the day-to-day operations of the
Company.
                                  SIGNATURES


     Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned thereunto duly authorized.


                              BELLOWS ACQUISITION CORPORATION


                         By:   /s/ James M. Cassidy
                                   James M. Cassidy, President

Dated:  March 31, 2003


     Pursuant to the Securities Exchange Act of 1934, this report has been
signed below by the following persons on behalf of the registrant and in the
capacities and on the dates indicated.

NAME                          OFFICE              DATE

/s/ James M. Cassidy          Director            March 31, 2003


<PAGE>
                              CERTIFICATION


I, James M. Cassidy, certify that:

1.   I have reviewed this annual report on Form 10-KSB/A.

2.   Based on my knowledge, this report does not contain any
     untrue statement of a material fact or omit to state a material fact
     necessary to make the statements made, in light of the circumstances
     under which such statements were made, not misleading with respect
     to the period covered by this report;

3.   Based on my knowledge, the financial statements, and other financial
     information included in this report, fairly present in all
     material respects the financial condition, results of operations and
     cash flows of the registrant as of, and for, the periods presented
     in this report;

4.   I am responsible for establishing and maintaining disclosure
     controls and procedures (as defined in Exchange Act Rules 13a-14 and
     15d-14) for the registrant and have:

a)   designed such disclosure controls and procedures to ensure that
     material information relating to the registrant, including its
     consolidated subsidiaries, is made known to me by others within
     those entities, particularly during the period in which this
     report is being prepared;

b)   evaluated the effectiveness of the registrant's disclosure
     controls and procedures as of a date within 90 days prior to the
     filing of this report (the "Evaluation Date"); and

c)   presented in this report my conclusions about the
     effectiveness of the disclosure controls and procedures based on
     my evaluation as of the Evaluation Date;

5.   I have disclosed, based on my most recent evaluation, to the
     registrant's auditors and the audit committee of registrant's
     board of directors (or persons performing the equivalent
     functions):

a)   all significant deficiencies in the design or operation of
     internal controls which could adversely affect the registrant's
     ability to record, process, summarize and report financial data
     and have identified for the registrant's auditors any material
     weaknesses in internal controls;

b)   any fraud, whether or not material, that involves management or
     other employees who have a significant role in the registrant's
     internal controls; and

6.   I have indicated in this report whether or not there were
     significant changes in internal controls or in other factors that
     could significantly affect internal controls subsequent to the date
     of my most recent evaluation, including any corrective actions with
     regard to significant  deficiencies and material weaknesses.

      Date: March 31, 2003                /s/ James M. Cassidy
                                          President and Director and
                                          Chief Financial Officer
                                          Principal Accounting Officer

<PAGE>



                    BELLOWS ACQUISITION CORPORATION
                     (A DEVELOPMENT STAGE COMPANY)
                          FINANCIAL STATEMENTS
                        AS OF DECEMBER 31, 2002


<PAGE>

                    BELLOWS ACQUISITION CORPORATION
                     (A DEVELOPMENT STAGE COMPANY)



                                CONTENTS

PAGE   1   INDEPENDENT AUDITORS' REPORT

PAGE   2   BALANCE SHEET AS OF DECEMBER 31, 2002

PAGE   3   STATEMENTS OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31, 2002 AND
           2001 AND FOR THE PERIOD FROM MARCH 24, 1999 (INCEPTION) TO DECEMBER
           31, 2002

PAGE   4   STATEMENT OF CHANGES IN STOCKHOLDER'S EQUITY FOR THE PERIOD FROM
           MARCH 24, 1999 (INCEPTION) TO DECEMBER 31, 2002

PAGE   5   STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2002 AND
           2001 AND FOR THE PERIOD FROM MARCH 24, 1999 (INCEPTION) TO DECEMBER
           31, 2002

PAGES 6 - 9   NOTES TO FINANCIAL STATEMENTS AS OF DECEMBER 31, 2002


<PAGE>
                            INDEPENDENT AUDITORS' REPORT

<PAGE>


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, 2002 and the related statements of operations,
changes in stockholder's equity and cash flows for the years ended
December 31, 2002 and 2001 and for the period from March 24, 1999
(inception) to December 31, 2002.  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 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, 2002, and the results of its operations and its cash
flows for the years ended December 31, 2002 and 2001 and for the
period from March 24, 1999 (inception) to December 31, 2002 in
conformity with accounting principles generally accepted in the
United States of America.


WEINBERG & COMPANY, P.A.

Boca Raton, Florida
March 7, 2003


<PAGE>

              BELLOWS ACQUISITION CORPORATION
               (A DEVELOPMENT STAGE COMPANY)
                       BALANCE SHEET
                  AS OF DECEMBER 31, 2002
                  -----------------------
                         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

<PAGE>

                     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,
                          2002          2001               2002
                      -----------    ------------     --------------

Income                $      -        $   -            $     -

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


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

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


                See accompanying notes to financial statements
                                       3

<PAGE>


                       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, 2002
                           --------------------

                                                          Deficit
                                                         Accumulated
                                             Additional    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              -        -         -           -          -
 December 31, 2002              -        -         -           -          -
                          ---------   ------     -----     --------    ------
BALANCE AT
  DECEMBER 31, 2002      1,000,000    $ 100      $ 535       $(535)    $ 100
===================      =========    =====      =====      =======    ======

               See accompanying notes to financial statements
                                       4

<PAGE>

                           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,
                                       2002          2001            2002
                                    -----------    -----------   ------------

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
<PAGE>

                           BELLOWS ACQUISITION CORPORATION
                            (A DEVELOPMENT STAGE COMPANY)
                            NOTES TO FINANCIAL STATEMENTS
                               AS OF DECEMBER 31, 2002
                               -----------------------

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, 2002, 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, 2002 and 2001.

                                        6
<PAGE>

                           BELLOWS ACQUISITION CORPORATION
                            (A DEVELOPMENT STAGE COMPANY)
                            NOTES TO FINANCIAL STATEMENTS
                               AS OF DECEMBER 31, 2002
                               -----------------------

       (E) New Accounting Pronouncements

       The Financial Accounting Standards Board has 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.

       In August 2001, the FASB issued SFAS 144, "Accounting for the
       Impairment or Disposal of Long-Lived Assets".  This statement
       addresses financial accounting and reporting for the impairment or
       disposal of long-lived assets and supercedes FASB Statement No. 121,

                                       7
<PAGE>

                           BELLOWS ACQUISITION CORPORATION
                            (A DEVELOPMENT STAGE COMPANY)
                            NOTES TO FINANCIAL STATEMENTS
                               AS OF DECEMBER 31, 2002
                               -----------------------

       "Accounting for the Impairment of Long-Lived Assets and
       for Long-Lived Assets to be Disposed Of".  The provisions of the
       statement are effective for financial statements issued for the
       fiscal years beginning after December 15, 2001.

       In April 2002, the FASB issued SFAS 145, Rescission of FASB
       Statements No. 4, 44, and 64, Amendment of FASB Statement No.
       13, and Technical Corrections.  SFAS 145 rescinds the provisions
       of SFAS No. 4 that requires companies to classify certain gains
       and losses from debt extinguishments as extraordinary items,
       eliminates the provisions of SFAS No. 44 regarding transition to
       the Motor Carrier Act of 1980 and amends the provisions of SFAS
       No. 13 to require that certain lease modifications be treated as
       sale leaseback transactions.  The provisions of SFAS 145 related
       to classification of debt extinguishments are effective for
       fiscal years beginning after May 15, 2002.  Earlier application
       is encouraged.  The Company does not believe the adoption of
       this standard will have a material impact the financial
       statements.

       In July 2002, the FASB issued SFAS No. 146, "Accounting for
       Restructuring Costs."  SFAS 146 applies to costs associated with
       an exit activity (including restructuring) or with a disposal of
       long-lived assets.  Those activities can include eliminating or
       reducing product lines, terminating employees and contracts and
       relocating plant facilities or personnel.  Under SFAS 146, the
       Company will record a liability for a cost associated with an
       exit or disposal activity when that liability is incurred and
       can be measured at fair value.  SFAS 146 will require the
       Company to disclose information about its exit and disposal
       activities, the related costs, and changes in those costs in the
       notes to the interim and annual financial statements that
       include the period in which an exit activity is initiated and in
       any subsequent period until the activity is completed.  SFAS 146
       is effective prospectively for exit or disposal activities
       initiated after December 31, 2002, with earlier adoption
       encouraged.  Under SFAS 146, a company cannot restate its
       previously issued financial statements and the new statement
       grandfathers the accounting for liabilities that a company had
       previously recorded under Emerging Issues Task Force Issue 94-3.

       In December 2002, the Financial Accounting Standards Board
       issued Statement No. 148, "Accounting for Stock-Based
       Compensation-Transition and Disclosure - an amendment of FASB
       Statement No. 123," ("SFAS 148").  SFAS 148 amends FASB
       Statement No. 123, "Accounting for Stock Based Compensation"
       ("SFAS 123") and provides alternative methods for accounting for
       a change by registrants to the fair value method of accounting
       for stock-based compensation.  Additionally, SFAS 148 amends the
       disclosure requirements of SFAS 123 to require disclosure in the
       significant accounting policy footnote of both annual and
       interim financial statements of the method of accounting for
       stock based-compensation and the related pro forma disclosures
       when the intrinsic value method continues to be used.  The
       statement is effective for fiscal years beginning after December
       15, 2002, and disclosures are effective for the first fiscal
       quarter beginning after December 15, 2002.

                                        8
<PAGE>
                           BELLOWS ACQUISITION CORPORATION
                            (A DEVELOPMENT STAGE COMPANY)
                            NOTES TO FINANCIAL STATEMENTS
                               AS OF DECEMBER 31, 2002
                               -----------------------

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

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, 2002 represents the
         fair value of the amount of organization and professional costs
         incurred by related parties on behalf of the Company (See Note
         4).

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).

                                        9