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
                 September 30, 2001
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 IdentificationNo.)


   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 September 30, 2001
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 September 30, 2001
                     (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      For the      For the     For the    March24,
             Nine Months  Nine Months  3-Months    3-Months   1999
             Ended        Ended        Ended       Ended      (Inception)
             Sept 30,     Sept 30,     Sept 30,    Sept 30,   to Sept 30,
             2001         2000         2001        2000       2001

<S>          <C>          <C>          <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 September 30, 2001
                               (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      -           -          -             -            -
September 30, 2001     -           -          -             -            -

BALANCE AT
Sept 30, 2001       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, 2001     January 1, 2000    March 24, 1999
                            to                  to                 (Inception) to
                            Sept 30, 2001       Sept 30, 2000       Sept 30, 2001
<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 September
30, 2001 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 enter into a business
combination with a prospective target business.

B.  Use of Estimates

     The preparation of the financial statements
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 period ending September 30, 2001.

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 September 30,
2001 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 1A:

  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
and Rock Creek. (See Note 3)


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.

           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: November 14, 2001