SECURITIES AND EXCHANGE COMMISSION
              Washington, D.C.  20549

                    FORM 10-QSB
(Mark One)
[X]   QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
      OF THE SECURITIES EXCHANGE ACT OF 1934

          For the quarterly period ended
                   March 31, 2002
or

[  ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR
       15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
      For the transition period from to

         Commission file number   0-313893

          BELLOWS ACQUISITION CORPORATION
   (Exact name of registrant as specified in its
charter)

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

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

              202/387-5400
 (Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1)
filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act of 1934
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

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

Class                Outstanding at March 31, 2002

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


         PART I -- FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

          BELLOWS ACQUISITION CORPORATION
           (A Development Stage Company)
                As of March 31, 2002
                    (Unaudited)
<TABLE>
<CAPTION>
                       ASSETS
<S>
                                  <C>
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

                                      ======
</TABLE>
   See accompanying notes to financial statements

<PAGE>
              BELLOWS ACQUISITION CORPORATION
               (A Development Stage Company)
                  Statement of Operations
                        (Unaudited)
<TABLE>
<CAPTION>
             For the three   For the three  March24,1999
             Months Ended    Months ended   (Inception)to
             March 31, 2002  March 31, 2001 March 31,2002

<S>          <C>              <C>            <C>
Income       $    -            $  -           $  -

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

Total expenses     -               -             535
              ----------       --------         -------
NET LOSS           -               -            (535)
                 ======          =====          =====
</TABLE>

      See accompanying notes to financial statements

<PAGE>

              BELLOWS ACQUISITION CORPORATION
               (A Development Stage Company)
       Statement of Changes in Stockholder's Equity
      For the Period From March 24, 1999 (Inception)
                     To March 31, 2002
                       (Unaudited)
<TABLE>
<CAPTION>
<S>                 <C>         <C>        <C>         <C>            <C>
                                                       Deficit
                                                       Accumulated
                   Common Stock           Additional   During
                   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 periods ended:

December 31, 1999      -           -          -           (535)        (535)
December 31, 2000      -           -          -             -            -
December 31, 2001      -           -          -             -            -
March 31, 2002         -           -          -             -            -
                    -------     -------    -------      ---------     --------

BALANCE AT
March 31, 2002     1,000,000     $ 100      $535        $ (535)        $ 100
==============     =========     ======    =======      =========     ========

</TABLE>
            See accompanying notes to financial statements
<PAGE>

<TABLE>
<CAPTION>
                   BELLOWS ACQUISITION CORPORATION
                    (A Development Stage Company)
                       Statements of Cash Flows
                              Unaudited

                            January 1, 2002     January 1, 2001    March 24, 1999
                            to                  to                 (Inception) to
                            March 31, 2002      March 31, 2001     March 31, 2002
<S>                         <C>                 <C>                <C>
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
                             ==========              ===========       ===========

</TABLE>
                  See accompanying notes to financial statement.
<PAGE>

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 March 31, 2002, the Company had not yet commenced any formal business
operations, and all activity to date relates to the Company's formation.
The Company's fiscal year end is December 31.

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

(B) Use of Estimates

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

(C) Cash and Cash Equivalents

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

(D) Income Taxes

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


(E) New Accounting Pronouncements

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

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

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

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

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

NOTE 2      STOCKHOLDER'S EQUITY

(A) Preferred Stock

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

(B) Common Stock

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

(C) Additional Paid-In Capital

Additional paid-in capital at March 31, 2002  represents the fair value
of the amount of organization and professional costs incurred by related
parties on behalf of the Company (See Note 3).

NOTE 3      AGREEMENT

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

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

NOTE 4      RELATED PARTIES

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


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
    FINANCIAL CONDITION AND  RESULTS OF OPERATIONS

     The Company was formed to locate and negotiate with a
business entity for the combination of that target company
with the Company.  A 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 as part of the
business combination or at specified times thereafter.

     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.

           PART II -- OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

     There are no legal proceedings against the Company and
the Company is unaware of such proceedings contemplated
against it.

ITEM 2.  CHANGES IN SECURITIES

     Not applicable.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

     Not applicable.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF
            SECURITY HOLDERS

     Not applicable.

ITEM 5.  OTHER INFORMATION

     Not applicable.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

     (a)     Exhibits

     (b)     Reports on Form 8-K

     There were no reports on Form 8-K filed by the Company
during the quarter.


                    SIGNATURES

     Pursuant to the requirements of the Securities Exchange
Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned thereunto duly
authorized.


BELLOWS ACQUISITION CORPORATION

By:   /s/ James M. Cassidy
          President

Dated: May 14, 2002