SECURITIES AND EXCHANGE COMMISSION
                         Washington, D.C.  20549

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

                        For the quarterly period ended
                              June 30, 2003
   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 registrant as specified 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)

                            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 June 30, 2003

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

Documents incorporated by reference:            None



                   PART I  -- FINANCIAL INFORMATION

                   BELLOWS ACQUISITION CORPORATION
                    (A DEVELOPMENT STAGE COMPANY)
                             BALANCE SHEET
                          AS OF JUNE 30, 2003
                             (Unaudited)
                       -----------------------
                                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
                             (Unaudited)
                         -----------------------
<TABLE>
<CAPTION>
             For the      For the      For the     For the    March 24,
             Six Months   Six Months   3-Months    3-Months   1999
             Ended        Ended        Ended       Ended      (Inception)
             June 30,     June 30,     June 30,    June 30,   to June 30,
             2003         2002         2003        2002       2003

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

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

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

                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 JUNE 30, 2003
                                 (Unaudited)
                            --------------------

                                                           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              -        -         -           -          -
 June 30, 2003                  -        -         -           -          -
                          ---------   ------     -----     --------    ------
BALANCE AT
  JUNE 30, 2003          1,000,000    $ 100     $ 535       $(535)     $ 100
===================      =========    =====      =====      =======    ======

               See accompanying notes to financial statements
                                       4

<PAGE>
<TABLE>
<CAPTION>
                           BELLOWS ACQUISITION CORPORATION
                            (A DEVELOPMENT STAGE COMPANY)
                               STATEMENTS OF CASH FLOWS
                                    (Unaudited)
                               ------------------------

                                                                    For The Period
                                                                    From
                                    January 1,      January 1,      March 24, 1999
                                    2003 to         2002 to         (Inception) to
                                    June 30, 2003   June 30, 2002   June 30, 2003
                                    -----------     -----------     ------------
<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 statements
                                        5
<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 June 30, 2003, the
       Company had not yet commenced any formal business operations,
       and all activity to date relates to the Company's formation.
       The Company's fiscal year end is December 31.

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

       (B) Use of Estimates

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

      (C) Cash and Cash Equivalents

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

       (D) Income Taxes

       The Company accounts for income taxes under the Financial
       Accounting Standards Board of Financial Accounting Standards No.
       109, "Accounting for Income Taxes" ("Statement 109").  Under
       Statement 109, deferred tax assets and liabilities are
       recognized for the future tax consequences attributable to
       differences between the financial statement carrying amounts of
       existing assets and liabilities and their respective tax basis.
       Deferred tax assets and liabilities are measured using enacted
       tax rates expected to apply to taxable income in the years in
       which those temporary differences are expected to be recovered
       or settled.  Under Statement 109, the effect on deferred tax
       assets and liabilities of a change in tax rates is recognized in
       income in the period that includes the enactment date.  There
       were no current or deferred income tax expense or benefits due
       to the Company not having any material operations for the years
       ended December 31, 2002 and 2001.

       (E) New Accounting Pronouncements

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

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

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

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

       In August 2001, the FASB issued SFAS 144, "Accounting for the
       Impairment or Disposal of Long-Lived Assets".  This statement
       addresses financial accounting and reporting for the impairment
       or disposal of long-lived assets and supercedes FASB Statement
       No. 121,"Accounting for the Impairment of Long-Lived Assets and
       for Long-Lived Assets to be Disposed Of".  The provisions of the
       statement are effective for financial statements issued for the
       fiscal years beginning after December 15, 2001.

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

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

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

       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 June 30, 2003 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).

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANAYSIS OF FINANCIAL
          CONDITION AND RESULTS OF OPERAITONS

     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.

ITEM 3.  SARBANES-OXLEY ACT

     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 done as of the end of the fiscal
period covered by this report 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.


           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

     None

     (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:   August 12, 2003

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

NAME                          OFFICE              DATE

/s/ James M. Cassidy          Director            August 12, 2003

<PAGE>