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
                             March 31, 2005
   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 March 31, 2005

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 MARCH 31, 2005
                             (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    	March 24,
             	3-Months    3-Months   	1999
             	Ended       Ended       (Inception)
             	March 31, 	March 31, 	to March 31,
             	2005        2004        2005

<S>          	<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 MARCH 31, 2005
                                 (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              -        -         -           -          -
 December 31, 2003              -        -         -           -          -
 December 31, 2004              -        -         -           -          -
 March 31, 2005                 -        -         -           -          -
                          ---------   ------     -----     --------    ------
BALANCE AT
  MARCH 31, 2005         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
                                    2005 to         2004 to         (Inception) to
                                    March 31, 2005  March 31, 2004  March 31, 2005
                                    -----------     -----------     ------------
<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>

                           BELLOWS ACQUISITION CORPORATION
                            (A DEVELOPMENT STAGE COMPANY)
                            NOTES TO FINANCIAL STATEMENTS
                               -----------------------

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, 2005, 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 three months ended March 31, 2005 nad 2004.

(E) Recent Accounting Pronouncements

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.

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, 2005 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 April 7, 2005, the Company entered into an agreement and plan of
merger with TerraMed Holding Company, a Delaware Corporation.  Closing
on the agreement has not yet been scheduled.  If the closing occurs,
the Company will file a Form 8-K describing the merger and its terms.

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANAYSIS 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.  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 April 7, 2005, the Company entered into an agreement and plan of
merger with TerraMed Holding Company, a Delaware Corporation.  Closing on
the agreement has not yet been scheduled.  If the closing occurs,
the Company will file a Form 8-K describing the merger and its terms.

	TerraMed Holding Company was formed to facilitate the management
of its two subsidiaries and operating units: TerraMed Insurance Company
and TerraMed Insurance Services which companies intend to provide
professional liability insurance products to physicians, surgeons, and
certain ancillary healthcare providers.

     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 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:   May 12, 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            May 12, 2005

<PAGE>