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, 2007
   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
               (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 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.
[  ]

Indicate by check mark whether the registrant is a shell company
   (as defined in Rule 12b-2 of the Exchange Act).   Yes  X      No

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, 2007

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 OTC Bulletin Board.

     The OTC Bulletin Board is a dealer-driven quotation service.
Unlike the Nasdaq Stock Market, companies cannot directly apply to be
quoted on the 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 Capital Market.

    In order to qualify for listing on the Nasdaq Capital Market, a
company must have at least (i) stockholders' equity of $5,000,000, market
value of publicly held shares of $15,000,000 and 2 years operating history
or stockholders' equity of $4,000,000, market value of publicly held shares
of $5,000,000 and net income from continuing operations in latest fiscal
year or two of the last three years of $750,000; (ii) a public float of
1,000,000 shares; (iii) a bid price of $4.00; and (iv) three market
makers; and (v) 300 shareholders.  For continued listing on the Nasdaq
Capital Market, a company must have at least (i) stockholders' equity of
$2,500,000 or market value of listed securities of $35,000,000 or net
income from continuing operations in the lastest fiscal year or in two
of the last three fiscal 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 Capital Market and less on the 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.

     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, 2007 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.


Item 8A(T).   Controls and Procedures

       Pursuant to Rules adopted by the Securities and Exchange Commission.
the Company carried out an evaluation of the effectiveness of the design
and operation of its disclosure controls and procedures pursuant to Exchange
Act Rules.  This evaluation  was done as of the end of the fiscal year
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.

Management's Report of Internal Control over Financial Reporting

	The Company is responsible for establishing and maintaining adequate
internal control over financial reporting in accordance with the Rule 13a-15
of the Securities Exchange Act of 1934. The Company's sole officer, its
president, conducted an evaluation of the effectiveness of the Company's
internal control over financial reporting as of December 31, 2007, based on
the criteria establish in Internal Control Integrated Framework issued by the
Committee of Sponsoring Organizations of the Treaedway Commission.  Based on
this evaluation, management concluded that the Company's internal control
over financial reporting was effective as of December 31, 2007, based on
those criteria.  A control system can provide only reasonably, not absolute,
assurance that the objectives of the control system are met and no evaluation
of controls can provide absolute assurance that all control issues have been
detected.

	Weinberg & Company, our independent registered public accounting firm,
has not issued an attestation report on the effectiveness of our internal
control over financial reporting.

Changes in Internal Control Over Financial Reporting

	There have been no changes in the Company's internal controls over
financial reporting  during its fourth fiscal quarter that have materially
affected, or are reasonably likely to materially affect, its internal control
over financial reporting.


                                 PART III

Item 9.   Directors, Executive Officers, Promoters, Control Persons and
	  Corporate Governance; 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            72          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.

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.

	Code of Ethics.  The Company has not at this time adopted a
Code of Ethics pursuant to rules described in Regulation S-B.  The
Company has one person who is the sole shareholder and serves as the
sole director and officer. The Company has no operations or business and
does not receive any revenues or investment capital.  The adoption of an
Ethical Code at this time would not serve the primary purpose of such a
code to provide a manner of conduct as the development, execution and
enforcement of such a code would be by the same person and only that
person to whom such code applied.  Furthermore, because the Company does
not have any activities, there are activities or transactions which would
be subject to this code.  Finally the sole officer and director of the
Company is an attorney at law and subject to the ethical code established
by the bars in which he is also a member.  At the time the Company enters
into a business combination or other corporate transaction, the current
officer and director will recommend to any new management that such a
code be adopted.  The Company does not maintain an Internet website on
which to post a code of ethics.

	Corporate Governance.  For reasons similar to those described
above, the Company does not have a nominating nor audit committee of the
board of directors.  At this time, the Company consists of one shareholder
who serves as the sole corporate director and officer. The Company has no
activities, and receives no revenues.  At such time that the Company enters
into a business combination and/or has additional shareholders and a larger
board of directors and commences activities, the Company will propose
creating committees of its board of directors, including both a nominating
and an audit committee.  Because there is only one shareholder of the
Company, there is no established process by which shareholders to the
Company can nominate members to the Company's board of directors.
Similarly, however, at such time as the Company has more shareholders and
an expanded board of directors, the new management of the Company may
review and implement, as necessary, procedures for shareholder nomination
of members to the Company's board of directors.


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, 2007, 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

     There are no additional exhibits.  The exhibits filed in earlier
reports and the Company's Form 10-SB are incorporated herein by reference.

Item 14.  Principal Accountant Fees and Services

    The Company has no activities, no income and no expenses.  The
Company's president has donated his time in preparation and filing of
all state and federal required taxes and reports.

Audit Fees

     The aggregate fees incurred for each of the last two years for
professional services rendered by the independent registered public
accounting firm for the audits of the Company's annual financial
statements and review of financial statements included in the Company's
Form 10-KSB and Form 10-QSB reports and services normally provided in
connection with statutory and regulatory filings or engagements were
as follows:

                         December 31, 2007      December 31, 2006
	                 -----------------      -----------------
                            $ 2,500                  $ 780
                            =======                  ======

Audit-Related Fees

    There were no audit related services for the years ended 2007
and 2006.

Tax Fees

    The Company incurred $0 for tax related services provided by
Weinberg & Company for the years ended December 2007 and 2006.

All Other Fees

   The Company incurred $0 for other fees by the principal accountant
for the years ended December 31, 2007 and 2006.

   The Company does not currently have an audit committee serving and
as a result its board of directors performs the duties of an audit
committee.  The board of directors will evaluate and approve in advance,
the scope and cost of the engagement of an auditor before the auditor
renders audit and non-audit services.  The Company does not rely on pre-
approval policies and procedures.



                    BELLOWS ACQUISITION CORPORATION
                     (A DEVELOPMENT STAGE COMPANY)
                          FINANCIAL STATEMENTS
                        AS OF DECEMBER 31, 2007

<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, 2007

PAGE	3	STATEMENTS OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31,
		2007 AND 2006 AND FOR THE PERIOD FROM MARCH 24, 1999
		(INCEPTION) THROUGH DECEMBER 31, 2007

PAGE	4	STATEMENT OF CHANGES IN STOCKHOLDER'S EQUITY FOR THE PERIOD
		FROM MARCH 24, 1999 (INCEPTION) THROUGH DECEMBER 31, 2007

PAGE	5	STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31,
                2007 AND 2006 AND FOR THE PERIOD FROM MARCH 24, 1999
                (INCEPTION) THROUGH DECEMBER 31, 2007

PAGES	6 - 9	NOTES TO FINANCIAL STATEMENTS AS OF DECEMBER 31, 2007



       REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the Board of Directors of:
Bellows Acquisition Corporation

We have audited the accompanying balance sheet of Bellows Acquisition
Corporation (a development stage company) (the "Company") as of
December 31, 2007 and the related statements of operations, changes
in stockholders' equity and cash flows for the years ended December
31, 2007 and 2006 and for the period March 24, 1999 (inception) through
December 31, 2007. 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 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.

We were not engaged to examine management's assertion about the
effectiveness of the Company's internal control over financial reporting
as of December 31, 2007 included in the accompanying Form 10-KSB and,
accordingly, we do not express an opinion thereon.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Bellows Acquisition
Corporation as of December 31, 2007 and the results of their operations
and their cash flows for the years ended December 31, 2007 and 2006 and
for the period from March 24, 1999 (inception) through December 31, 2007
in conformity with accounting principles generally accepted in the United
States of America.



Weinberg & Company, P.A.

Boca Raton, Florida
March 25, 2008

<PAGE>

              BELLOWS ACQUISITION CORPORATION
               (A DEVELOPMENT STAGE COMPANY)
                       BALANCE SHEET
                  AS OF DECEMBER 31, 2007
                  -----------------------
                         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              2,095
Deficit accumulated during
    development stage                  (2,095)
                                         -----
 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)
                         STATEMENTS OF OPERATIONS
                         -----------------------

                                                      For the Period
                                                          From
                      For the Year   For the Year     March 24, 1999
                         Ended          Ended       (Inception) through
                      December 31,   December 31,       December 31,
                          2007          2006               2007
                      -----------    ------------     --------------

Income                $      -        $   -            $     -

Expenses
 Organization expense        -             -                535
 Professional Fees          780		  780		  1,560
                      ----------      ---------        ---------

Total expenses              780           780             2,095
                      ----------      ---------         ---------

NET LOSS              $    (780)      $  (780)         $ (2,095)
==========            ==========      =========        ==========

Basic and diluted--   $       -       $     -
loss per share        ==========      ==========

Weighted average
number of shares
outstanding,basic
and diluted            1,000,000      1,000,000
                       ==========     ==========

               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)
                         THROUGH DECEMBER 31, 2007
                           --------------------

                                                          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                   -        -       2,095     	-        2,095

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              -        -         -        	-          -
 December 31, 2005              -        -         -       	-          -
 December 31, 2006		-	 -	   -	       (780)	 (780)
 December 31, 2007		-	 -	   -	       (780)	 (780)
                          ---------   ------     ------      -------    ------
BALANCE AS OF
  DECEMBER 31, 2007      1,000,000    $ 100     $ 2,095    $ (2,095)    $ 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  For the Year  March 24, 1999
                                       Ended         Ended        (Inception)
                                    December 31,   December 31,   through
                                       2007          2006       December 31 2007
                                    -----------    -----------    ------------

CASH FLOWS FROM OPERATING ACTIVITIES:

Net loss                             $  (780)         $ (780)         $ (2,095)
Adjustment to reconcile
 net loss to net cash used by
 operating activities

Contributed expenses                     780            780              2,095
                                       -------        -------          --------

 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, 2007 AND 2006
                   --------------------------------

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.
As of December 31, 2007, 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) Taxes

Deferred tax assets and liabilities are recognized for the future tax
consequence attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective
tax bases. Deferred tax assets and liabilities are measured using enacted
tax rates expected to be applied to taxable income in the years in which
those temporary differences are expected to reverse. The effect on deferred
tax assets and liabilities of a change in tax rates is recognized in the
statement of income in the period that includes the enactment date. A
valuation allowance is provided for deferred tax assets if it is more
likely than not these items will either expire before the Company is able
to realize their benefits, or that future deductibility is uncertain.
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, 2007 and 2006.

                              6
<PAGE>

                   BELLOWS ACQUISITION CORPORATION
                    (A DEVELOPMENT STAGE COMPANY)
                    NOTES TO FINANCIAL STATEMENTS
                   AS OF DECEMBER 31, 2007 AND 2006
                   --------------------------------

(E) Earnings Per Share

Basic earnings per share is computed by dividing income available to
common shareholders by the weighted-average number of common shares
outstanding during the period. Diluted earnings per share is computed
similar to basic earnings per share except that the denominator is
increased to include the number of additional common shares that would
have been outstanding if the potential common shares had been issued and
if the additional common shares were dilutive. There were no potentially
dilutive securities for 2007 and 2006.

(F) Recent Accounting Pronouncements

In September 2006, the Financial Accounting Standards Board ("FASB")
issued Statement of Financial Accounting Standard ("SFAS") No. 157,
"Fair Value Measurements," which provides enhanced guidance for using
fair value to measure assets and liabilities. SFAS No. 157 provides a
common definition of fair value and establishes a framework to make the
measurement of fair value in generally accepted accounting principles
more consistent and comparable. SFAS No. 157 also requires expanded
disclosures to provide information about the extent to which fair value
is used to measure assets and liabilities, the methods and assumptions
used to measure fair value, and the effect of fair value measures on
earnings. SFAS No. 157 is effective for financial statements issued in
fiscal years beginning after November 15, 2007 and to interim periods
within those fiscal years. The Company is currently in the process of
evaluating the effect, if any, the adoption of SFAS No. 157 will have
on its results of operations, financial position, or cash flows.

In February 2007, the FASB Statement No. 159, The Fair Value Option for
Financial Assets and Financial Liabilities including an amendment of
FASB Statement No.115 (FAS 159) will become effective for the Company
on January 1, 2008. This standard permits companies to choose to measure
many financial instruments and certain other items at fair value and
report unrealized gains and losses in earnings. Such accounting is
optional and is generally to be applied instrument by instrument. The
Company does not anticipate that the election, if any, of this fair-value
option will have a material effect on its results of operations, financial
position or cash flows.

In December 2007, the FASB issued SFAS No. 141 (R), Business
Combinations, and SFAS No. 160, Non-controlling Interests in
Consolidated Financial Statements. SFAS No. 141 (R) requires an
acquirer to measure the identifiable assets acquired, the liabilities
assumed, and any non-controlling interest in the acquiree at their fair
values on the acquisition date, with goodwill being the excess value over
the net identifiable assets acquired. SFAS No. 160 clarifies that a
non-controlling interest in a subsidiary should be

                                7

<PAGE>

                   BELLOWS ACQUISITION CORPORATION
                    (A DEVELOPMENT STAGE COMPANY)
                    NOTES TO FINANCIAL STATEMENTS
                   AS OF DECEMBER 31, 2007 AND 2006
                   --------------------------------

reported as equity in the consolidated financial statement. The
calculation of earnings per share will continue to be based on income
amounts attributable to the parent. SFAS No. 141 (R) and SFAS No. 160
are effective for financial statements issued for fiscal years beginning
after December 15, 2008. Early adoption is prohibited. We have not yet
determined the effect on our financial statements, if any, upon adoption
of SFAS No. 141 (R) or SFAS No. 160.

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 as of December 31, 2007 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.

                                8


<PAGE>

                   BELLOWS ACQUISITION CORPORATION
                    (A DEVELOPMENT STAGE COMPANY)
                    NOTES TO FINANCIAL STATEMENTS
                   AS OF DECEMBER 31, 2007 AND 2006
                   --------------------------------


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
<PAGE>


                          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 28, 2008


     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 28, 2008



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