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 June 30, 2007

[  ]           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)

Check whether the registrant (1) filed all reports required to be filed
by Section 13 or 15(d) of the Securities 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

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 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, 2007

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)
                      CONDENSED BALANCE SHEET
                       AS OF JUNE 30, 2007
                            (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                  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 condensed financial statements
                                    2

<PAGE>

                             BELLOWS ACQUISITION CORPORATION
                              (A DEVELOPMENT STAGE COMPANY)
                             CONDENSED STATEMENTS OF OPERATIONS
                                       (Unaudited)
                                -----------------------
<TABLE>
<CAPTION>

	            	For the  	For the		For the	    For the    	March 24,
        	     	3-Months	3-Months	6-Months    6-Months   	1999
             		Ended		Ended   	Ended	    Ended	(Inception)
             		June 30, 	June 30,	June 30,    June 30, 	to June 30,
             		2007            2006        	2007	    2006	2007

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


Expenses
 Professional Fees	    0		   780		  780		780	 1,560
 Organization
    expense        	    -		   -	       	   -		-	   535
                       ------- 		-------  	------	    -------	-------

   Total expenses           0              780       	  780		780	 2,095
                       ------- 		-------  	------	    -------	-------

NET LOSS                 (  0)             (780)       	 (780)		(780)	(2,095)
                       =======          =======		======	    ========	=======
</TABLE>

                See accompanying notes to condensed 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, 2007
                                     (Unaudited)
                                 --------------------
<TABLE>
<CAPTION>
                                                                   Deficit
                                                                   Accumulated
                                                    Additional     During
                            Common Stock Issued     Paid-In        Development
                            Shares      Amount      Capital        Stage          Total
-----------                 ------        -----      ------          -----         -----
<S>                         <C>          <C>        <C>            <C>            <C>
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)
 June 30, 2007                 -           -           -              (780)         (780)
-----------                 ------        -----      ------          ------       -------
BALANCE AT
 June 30, 2007             1,000,000       100      $ 2,095        $ (2,095)      $  100
============               =========      =====     =======        =========      =======
</TABLE>

                See accompanying notes to condensed financial statements
                                                     4

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

                               For the Six        For the Six         March 24, 1999
                               Months Ended       Months Ended        (Inception) to
                               June 30, 2007      June 30, 2006       June 30, 2007
                              -----------         -----------         ------------
<S>                            <C>                <C>                 <C>

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
===============                  ========             =======              ========
</TABLE>

                  See accompanying notes to condensed financial statements
                                        5
<PAGE>


                            BELLOWS ACQUISITION CORPORATION
                            (A DEVELOPMENT STAGE COMPANY)
                       NOTES TO CONDENSED FINANCIAL STATEMENTS
                                 AS OF June 30, 2007
                                    (Unaudited)
                                   ---------------


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, 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)  Interim Financial Statements

The accompanying unaudited condensed financial statements have been
prepared by the Company and reflect all adjustments, consisting only
of normal recurring adjustments, which are, in the opinion of management,
necessary for a fair presentation of the financial position as of June 30,
2007, and the period March 24, 1999 (inception) to June 30, 2007,
in accordance with accounting principles generally accepted in the
United States of America for interim financial statements and pursuant
to Form 10-QSB and Regulation S-B.

Certain information and footnote disclosures normally included in the
Company's annual audited financial statements have been condensed or
omitted pursuant to such rules and regulations.  The results of
operations for the six months ended June 30, 2007, are not
necessarily indicative of the results of operations to be expected
for a full fiscal year.  These interim condensed financial statements
should be read in conjunction with the financial statements for the
fiscal year ended December 31, 2006, which are included in the
Company's Annual Report on Form 10-KSB filed with the Securities
and Exchange Commission on April 2, 2007.

(C)  Use of Estimates

In preparing condensed financial statements in conformity with accounting
principles generally accepted in the United States of America, management
is requird to make estimates and assumptions that affect the reported
amounts of assets and liabilities and the disclosure of contingent assets
and liabilities at the date of the condensed financial statements and revenues
and expenses during the reported period.  Actual results could differ from
those estimates.

(D) 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.

(E)  Income Taxes

Effective January 1, 2007, the Company adopted Financial Accounting
Standards Board Interpretation No. 48, "Accounting for Uncertainty
in Income Taxes" ("FIN 48")--an interpretation of FASB Statement
No. 109, Accounting for Income Taxes.  The Interpretation addresses the
determination of whether tax benefits claimed or expected to be
claimed on a tax return should be recorded in the financial statements.
Under FIN 48, we may recognize the tax benefit from an uncertain tax
position only if it is more likely than not that the tax position will
be sustained on examination by the taxing authorities, based on the
technical merits of the position.  The tax benefits recognized in the
financial statements from such a position should be measured based
on the largest benefit that has a greater than fifty percent
likelihood of being realized upon ultimate settlement.  FIN 48 also
provides guidance on derecognition, classification, interest and
penalties on income taxes, accounting in interim periods and requires
increased disclosures.  At the date of adoption, and as of June 30,
2007, the Company does not have a liability for unrecognized tax
benefits.

The Company files income tax returns in the U.S. federal jurisdiction
and various states.  The Company is subject to U.S. federal or state
income tax examinations by tax authorities for years after 2003.
During the periods open to examination, the Company has net operating
loss and tax credit carry forwards for U.S. federal and state tax
purposes that have attributes from closed periods.  Since these NOLs
and tax credit carry forwards may be utilized in future periods, they
remain subject to examination.

The Company's policy is to record interest and penalties on uncertain
tax provisions as income tax expense.  As of June 30, 2007, the
Company has no accrued interest or penalties related to uncertain
tax positions.


                                 6


                   BELLOWS ACQUISITION CORPORATION
                    (A DEVELOPMENT STAGE COMPANY)
               NOTES TO CONDENSED FINANCIAL STATEMENTS
                      AS OF JUNE 30, 2007
                          (Unaudited)
                    -----------------------

(F) Recent Accounting Pronouncements

In February 2007, the Financial Accounting Standards Board (FASB)
issued FASB Statement No. 159, "The Fair Value Option for Financial
Assets and Financial Liabilities -- Including an amendment of FASB
Statement No. 115" (FAS 159), which becomes effective for the Company
on January 1, 2008, 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 election,if any, of this fair-value option
will have a material effect on its financial condition, results of
operations, cash flows or disclosures.

In September 2006, the FASB issued SFAS No. 157 ("FAS 157") "Fair
Value Measurements," which establishes a framework for measuring
fair value in accordance with GAAP and expands disclosures about
fair value measurements.  FAS 157 does not require any new fair value
measurements but rather eliminates inconsistencies in guidance found
in various prior accounting pronouncements.  FAS 157 is effective for
fiscal years beginning after November 15, 2007.  The Company is
currently evaluating the impact this standard will have on its
financial condition, results of operations, cash flows 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 June 30, 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	SERVICES 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).


                                  7


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

     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. 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 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.

ITEM 3A(T).  Controls and Procedures.

	Not applicable.


                   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.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

     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

               (a)  Not applicable.
               (b)  Item 401(g) of Regulation S-B:

   During the quarter covered by this Report, there have not been any
material changes to the procedures by which our security holders may
recommend nominees to our Board of Directors.


ITEM 6.  EXHIBITS

     (a)     Exhibits

     31   Certification of the Chief Executive Officer and Chief
                    Financial Officer pursuant to Section 302 of
                    the Sarbanes-Oxley Act of 2002

     32   Certification of the Chief Executive Officer and Chief
                    Financial Officer pursuant to Section 906 of
                    the Sarbanes-Oxley Act of 2002




                                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 16, 2007

     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 16, 2007

<PAGE>



                                                       EXHIBIT 31

CERTIFICATION PURSUANT TO SECTION 302


I, James M. Cassidy, Chief Executive Officer and Chief Financial
Officer of Bellows Acquisition Corporation, certify that:

1.   I have reviewed the attached report on Form 10-QSB.

2.   Based on my knowledge, this report does not contain any
     untrue statement of a material fact or omit to state a material
     fact necessary to make the statements made, in light of the
     circumstances under which such statements were made, not
     misleading with respect to the period covered by this report;

3.   Based on my knowledge, the financial statements, and other
     financial information included in this report, fairly present
     in all material respects the financial condition, results of
     operations and cash flows of the registrant as of, and for,
     the periods presented in this report;

4.   I am responsible for establishing and maintaining disclosure
     controls and procedures (as defined in Exchange Act Rules)
     for the registrant and have:

a)   designed such disclosure controls and procedures to ensure that
     material information relating to the registrant, including its
     consolidated subsidiaries, is made known to me by others within
     those entities, particularly during the period in which this
     report is being prepared;

b)   designed such internal control over financial reporting to
     provide reasonable assurance regarding the reliability of
     financial reporting and the preparation of financial statements
     for external purposes in accordance with generally accepted
     accounting principles;

c)   evaluated the effectiveness of the registrant's disclosure
     controls and procedures and presented in this report my
     conclusions about the effectiveness of the disclosure
     controls and procedures, as of the end of the period covered
     by this report based on such evaluations; and

d)   Disclosed in this report any change in the registrant's
     internal control over financial reporting that occurred
     during the registrant's most recent fiscal quarter (the
     registrant's fourth fiscal quarter in the case of an
     annual report) that has materially affected, or is reasonably
     likely to materially affect, the registrant's internal control
     over financial reporting; and

5.   I have disclosed, based on my most recent evaluation, to the
     registrant's auditors and the audit committee of registrant's
     board of directors (or persons performing the equivalent
     functions):

a)   all significant deficiencies in the design or operation of
     internal controls which could adversely affect the registrant's
     ability to record, process, summarize and report financial data
     and have identified for the registrant's auditors any material
     weaknesses in internal controls; and

b)   any fraud, whether or not material, that involves management or
     other employees who have a significant role in the registrant's
     internal controls.

      Date: August 16, 2007              /s/ James M. Cassidy
                                          President and Director and
                                          Chief Financial Officer
                                          Principal Accounting Officer

<PAGE>



                                              EXHIBIT 32

CERTIFICATION PURSUANT TO SECTION 906

Pursuant to 18 U.S.C. Section 1350 as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002, I, the
undersigned officer of the Bellows Acquisition Corporation
(the "Company"), hereby certify to my knowledge that:

The Report on Form 10-QSB for the period ended June 30,
2007 of the Company fully complies, in all material respects,
with the requirements of Section 13(a) or 15(d) of the Securities
Exchange Act of 1934, and the information contained in the
Report fairly represents, in all material respects, the
financial condition and results of operations of the Company.

A signed original of this written statement required by Section
906 has been provided to the Company and will be retained by
the Company and furnished to the Securities and Exchange
Commission or its staff upon request.


                             /s/ James M. Cassidy
                                 President and Director and
                                 Chief Executivie Officer,
                                 Chief Financial Officer and
                                 Principal Accounting Officer
Date:  August 16, 2007