SECURITIES AND EXCHANGE COMMISSION
                         Washington, D.C.  20549

                               FORM 10-KSB
(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, 2004
   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

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, 2004

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.

                                 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.

     Since inception, 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.

     On March 14, 2005, the Board of Directors of the Company approved
an agreement of merger with a target company.  The agreement of merger
has not yet been executed.  If the merger occurs, the Company will
file a Form 8-K describing the merger and its terms.

     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, 2004 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            69          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, 2004, 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, 2004.

Item 14.  Controls and Procedures

	Pursuant to Rules adopted by the Securities and Exchange
Commission under Section 302(a) of the Sarbanes-Oxley Act of 2002,
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 as of
the end of the fiscal period covered by this report done under the
supervision and with the participation of the Company's principal
executive officer (who is also the principal financial officer).
There have been no significant changes in internal controls or in
other factors that could significantly affect internal controls
subsequent to the date of the evaluation.  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 25, 2005


     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 25, 2005



<PAGE>



                    BELLOWS ACQUISITION CORPORATION
                     (A DEVELOPMENT STAGE COMPANY)
                          FINANCIAL STATEMENTS
                        AS OF DECEMBER 31, 2004


<PAGE>

                    BELLOWS ACQUISITION CORPORATION
                     (A DEVELOPMENT STAGE COMPANY)


                              CONTENTS

PAGE	1	REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

PAGE	2	BALANCE SHEET AS OF DECEMBER 31, 2004

PAGE	3	STATEMENTS OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31,
		2004 AND 2003 AND FOR THE PERIOD FROM MARCH 24, 1999
		(INCEPTION) TO DECEMBER 31, 2004

PAGE	4	STATEMENT OF CHANGES IN STOCKHOLDER'S EQUITY FOR THE PERIOD
		FROM MARCH 24, 1999 (INCEPTION) TO DECEMBER 31, 2004

PAGE	5	STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2004
		AND 2003 AND FOR THE PERIOD FROM MARCH 24, 1999 (INCEPTION)
		TO DECEMBER 31, 2004

PAGES	6 - 9	NOTES TO FINANCIAL STATEMENTS AS OF DECEMBER 31, 2004



               REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


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, 2004 and
the related statements of operations, changes in stockholder's equity
and cash flows for the years ended December 31, 2004 and 2003 and for
the period from March 24, 1999 (inception) to December 31, 2004.
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 of
The Public Company Accounting Oversight Board (United States).
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, 2004, and the results of its operations and its cash flows for
the years ended December 31, 2004 and 2003 and for the period from
March 24, 1999 (inception) to December 31, 2004 in conformity with
accounting principles generally accepted in the United States of America.




WEINBERG & COMPANY, P.A.



Boca Raton, Florida
March 18, 2005



<PAGE>

              BELLOWS ACQUISITION CORPORATION
               (A DEVELOPMENT STAGE COMPANY)
                       BALANCE SHEET
                  AS OF DECEMBER 31, 2004
                  -----------------------
                         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,
                          2004          2003               2004
                      -----------    ------------     --------------

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, 2004
                           --------------------

                                                          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              -        -         -           -          -
 December 31, 2003              -        -         -           -          -
 December 31, 2004              -        -         -           -          -
                          ---------   ------     -----     --------    ------
BALANCE AT
  DECEMBER 31, 2004      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,
                                       2004          2003            2004
                                    -----------    -----------   ------------

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, 2004
                               -----------------------

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, 2004, 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, 2004 and 2003.

                                           6

<PAGE>

                           BELLOWS ACQUISITION CORPORATION
                            (A DEVELOPMENT STAGE COMPANY)
                            NOTES TO FINANCIAL STATEMENTS
                               AS OF DECEMBER 31, 2004
                               -----------------------


(E) Recent Accounting Pronouncements

In May 2003, the FASB issued SFAS No. 150, "Accounting For Certain
Financial Instruments with Characteristics of both Liabilities and Equity".
SFAS No. 150 changes the accounting for certain financial instruments
with characteristics of both liabilities and equity that, under previous
pronouncements, issuers could account for as equity.  The new accounting
guidance contained in SFAS No. 150 requires that those instruments be
classified as liabilities in the balance sheet.

SFAS No. 150 affects the issuer's accounting for three types of freestanding
financial instruments.  One type is mandatorily redeemable shares, which the
issuing company is obligated to buy back in exchange for cash or other assets.
A second type includes put options and forward purchase contracts, which
involves instruments that do or may require the issuer to buy back some of
its shares in exchange for cash or other assets.  The third type of
instruments that are liabilities under this Statement is obligations
that can be settled with shares, the monetary value of which is fixed,
tied solely or predominantly to a variable such as a market index, or
varies inversely with the value of the issuers' shares.  SFAS No. 150 does
not apply to features embedded in a financial instrument that is not a
derivative in its entirety.

Most of the provisions of Statement 150 are consistent with the existing
definition of liabilities in FASB Concepts Statement No. 6, "Elements of
Financial Statements".  The remaining provisions of this Statement are
consistent with the FASB's proposal to revise that definition to encompass
certain obligations that a reporting entity can or must settle by issuing
its own shares.  This Statement shall be effective for financial
instruments entered into or modified after May 31, 2003 and otherwise
shall be effective at the beginning of the first interim period beginning
after June 15, 2003, except for mandatorily redeemable financial
instruments of a non-public entity, as to which the effective date is
for fiscal periods beginning after December 15, 2004.

In January 2003, (as revised in December 2003) The Financial Accounting
Standards Board ("FASB") issued Interpretation No. 46, "Consolidation
of Variable Interest Entities", an interpretation of Accounting Research
Bulletin ("ARB") No. 51, "Consolidated Financial Statements".
Interpretation No. 46 addresses consolidation by business enterprises
of variable interest entities, which have one or both of the following
characteristics: (i) the equity investment at risk is not sufficient
to permit the entity to finance its activities without additional
subordinated support from other parties, which is provided through other
interest that will absorb some or all of the expected losses of the entity;
(ii) the equity investors lack one or more of the following essential
characteristics of a controlling financial interest: the direct or
indirect ability to make decisions about the entities activities through
voting rights or similar rights; or the obligation to absorb the expected
losses of the entity if they occur, which makes it possible for the entity
to finance its activities; the right to receive the expected residual
returns of the entity if they occur, which is the compensation for the
risk of absorbing the expected losses.


                                           7

<PAGE>

                           BELLOWS ACQUISITION CORPORATION
                            (A DEVELOPMENT STAGE COMPANY)
                            NOTES TO FINANCIAL STATEMENTS
                               AS OF DECEMBER 31, 2004
                               -----------------------


Interpretation No. 46, as revised, also requires expanded disclosures by
the primary beneficiary (as defined) of a variable interest entity and by
an enterprise that holds a significant variable interest in a variable
interest entity but is not the primary beneficiary.

Interpretation No. 46, as revised, applies to small business issuers no
later than the end of the first reporting period that ends after December
15, 2004.  This effective date includes those entities to which
Interpretation 46 had previously been applied.  However, prior to the
required application of Interpretation No. 46, a public entity that is a
small business issuer shall apply Interpretation 46 or this Interpretation
to those entities that are considered to be special-purpose entities no
later than as of the end of the first reporting period that ends after
December 15, 2003

Interpretation No. 46 may be applied prospectively with a cumulative-effect
adjustment as of the date on which it is first applied or by restating
previously issued financial statements for one or more years with a
cumulative-effect adjustment as of the beginning of the first
year restated.

In December 2004, the FASB issued SFAS No. 123 (R), "Share-Based Payment".
SFAS No. 123 (R) revises SFAS No. 123, "Accounting for Stock-Based
Compensation" and supersedes APB Opinion No. 25, "Accounting for Stock
Issued to Employees".  SFAS No. 123 (R) focuses primarily on the
accounting for transactions in which an entity obtains employee
services in share-based payment transactions.  SFAS No. 123 (R) requires
companies to recognize in the statement of /operations the cost of
employee services received in exchange for awards of equity instruments
based on the grant-date fair value of those awards (with limited
exceptions).  SFAS No. 123 (R) is effective as of the first interim
or annual reporting period that begins after June 15, 2005 for
non-small business issuers and after December 15, 2005 for small
business issuers.  Accordingly, the Company will adopt SFAS No. 123 (R)
in its quarter ending March 31, 2006.  The Company is currently evaluating
the provisions of SFAS No. 123 (R) and has not yet determined the impact,
if any, that SFAS No. 123 (R) will have on its financial statement
presentation or disclosures.

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.


                                         8

<PAGE>

                           BELLOWS ACQUISITION CORPORATION
                            (A DEVELOPMENT STAGE COMPANY)
                            NOTES TO FINANCIAL STATEMENTS
                               AS OF DECEMBER 31, 2004
                               -----------------------

(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, 2004 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).

NOTE 5   SUBSEQUENT EVENTS

On March 14, 2005, the Board of Directors of the Company approved
an agreement of merger with a target company.  The agreement of merger
has not yet been executed.  If the merger occurs, the Company will
file a Form 8-K describing the merger and its terms.


                                        9