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, 2002
or

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

         Commission file number   0-313893

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

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

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

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

Indicate by check mark whether the registrant (1)
filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act of 1934
during the last 12 months (or for such shorter
period that the registrant was required to file
such reports), and (2) has been subject to such
filing requirements for the past 90 days.

Yes   X                  No

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

Class                         Outstanding at
Common Stock,                 September 30, 2002
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, 2002
                    (Unaudited)
<TABLE>
<CAPTION>
                       ASSETS
<S>
                                  <C>
Cash
                                  $ 100
                                 --------
TOTAL ASSETS
                                   $ 100
                                 ========

LIABILITIES AND STOCKHOLDER'S EQUITY

LIABILITIES
                                    $  -
                                  -------
STOCKHOLDER'S EQUITY

Preferred Stock, $.0001 par value,
20,000,000 shares authorized, none
issued and outstanding                 -
Common Stock, $.0001 par value,
100,000,000 shares authorized,
1,000,000 issued and outstanding      100
Additional paid-in capital            535
Deficit accumulated during
  development stage                  (535)
                                   -------

Total Stockholder's Equity            100

                                   -------
TOTAL LIABILITIES AND
   STOCKHOLDER'S EQUITY               $100

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

<PAGE>

              BELLOWS ACQUISITION CORPORATION
               (A Development Stage Company)
                  Statement of Operations
                        (Unaudited)
<TABLE>
<CAPTION>
             For the nine    For the nine   March 24,1999
             Months Ended    Months ended   (Inception)to
             Sept.30,2002    Sept.30,2001    Sept.30,2002

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

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

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

      See accompanying notes to financial statements
<PAGE>

              BELLOWS ACQUISITION CORPORATION
               (A Development Stage Company)
       Statement of Changes in Stockholder's Equity
      For the Period From March 24, 1999 (Inception)
                   To September 30, 2002
                       (Unaudited)
<TABLE>
<CAPTION>
<S>                 <C>         <C>        <C>         <C>             <C>
                                                       Deficit
                                                       Accumulated
                   Common Stock           Additional   During
                   Issued                 Paid-In      Development
                   Shares       Amount    Capital      Stage          Total

Common Stock
  Issuance         1,000,000    $ 100     $  -         $   -          $ 100

Fair value of
expenses contributed   -           -         535           -            535

Net loss for the periods ended:

December 31, 1999      -           -          -           (535)        (535)
December 31, 2000      -           -          -             -            -
December 31, 2001      -           -          -             -            -
Sept. 30, 2002         -           -          -             -            -
                    -------     -------    -------      ---------     --------

BALANCE AT
Sept. 30, 2002     1,000,000     $ 100      $535        $ (535)        $ 100
==============     =========     ======    =======      =========     ========

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

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

                            January 1, 2002     January 1, 2001    March 24, 1999
                            to                  to                 (Inception) to
                            Sept. 30,2002       Sept.30,2001       Sept.30,2002
<S>                         <C>                 <C>                 <C>
CASH FLOWS FROM OPERATING
    ACTIVITIES:
Net loss                    $      -             $  -                $    (535)
 Adjustment to reconcile net
 loss to net cash
 used by operating activities

 Contributed expenses              -                 -                     535
                              ----------          ------------        ----------
 Net cash used in operating
  activities                        -                 -                        -
                              ----------          ------------        ----------
CASH FLOWS FROM INVESTING
 ACTIVITIES                         -                 -                        -
                              ----------           ------------       ----------
CASH FLOWS FROM FINANCING  ACTIVITIES:

Proceeds from issuance of
 common stock                       -                  -                     100
                             ----------             ------------        ---------
Net cash provided by
 financing activities               -                   -                    100
                             ----------             ------------        ---------
INCREASE IN CASH AND CASH
 EQUIVALENTS                        -                   -                    100
CASH AND CASH EQUIVALENTS
 BEGINNING OF PERIOD              100                   100                    -
                             ----------              -----------       ----------
CASH AND CASH EQUIVALENTS
  END OF PERIOD               $   100                 $ 100               $  100
                             ==========              ===========       ==========

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


NOTE 1      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(A) Organization and Business Operations

Bellows Acquisition Corporation (a development stage company) ("the
Company") was incorporated in Delaware on March 24, 1999 to serve as
a vehicle to effect a merger, exchange of capital stock, asset acquisition or
other business combination with a domestic or foreign private business.  At
September 30, 2002, the Company had not yet commenced any formal
business operations, and all activity to date relates to the Company's
formation.  The Company's fiscal year end is December 31.

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

(B) Use of Estimates

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

(C) Cash and Cash Equivalents

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

(D) Income Taxes

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


(E) New Accounting Pronouncements

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

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

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

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

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

NOTE 2      STOCKHOLDER'S EQUITY

(A) Preferred Stock

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

(B) Common Stock

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

(C) Additional Paid-In Capital

Additional paid-in capital at September 30, 2002  represents the fair value
of the amount of organization and professional costs incurred by related
parties on behalf of the Company (See Note 3).

NOTE 3      AGREEMENT

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

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

NOTE 4      RELATED PARTIES

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


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

     The Company was formed to locate and negotiate
with a business entity for the combination of that
target company with the Company.  A combination
will normally take the form of a merger,
stock-for-stock exchange or stock-for-assets
exchange (the "business combination").  In most
instances the target company will wish to
structure the business combination to be within
the definition of a tax-free reorganization under
Section 351 or Section 368 of the Internal Revenue
Code of 1986, as amended.  No assurances can be
given that the Company will be successful in
locating or negotiating with any target business.

     The Company has not restricted its search for
any specific kind of businesses, and it may
acquire a business which is in its preliminary or
development stage, which is already in operation,
or in essentially any stage of its business life.
It is impossible to predict the status of any
business in which the Company may become engaged,
in that such business may need to seek additional
capital, may desire to have its shares publicly
traded, or may seek other perceived advantages
which the Company may offer.

     In implementing a structure for a particular
business acquisition, the Company may become a
party to a merger, consolidation, reorganization,
joint venture, or licensing agreement with another
corporation or entity.

     It is anticipated that any securities issued in
any such business combination would be issued in
reliance upon exemption from registration under
applicable federal and state securities laws.  In
some circumstances, however, as a negotiated
element of its transaction, the Company may agree
to register all or a part of such securities as
part of the business combination or at specified
times thereafter.

     Negotiations with a target company will likely
focus on the percentage of the Company which the
target company shareholders would acquire in
exchange for their shareholdings.  Although the
terms of such agreements cannot be predicted,
generally such agreements will require certain
representations and warranties of the parties
thereto, will specify certain events of default,
will detail the terms of closing and the
conditions which must be satisfied by the parties
prior to and after such closing and will include
miscellaneous other terms.  Any merger or
acquisition effected by the Company can be
expected to have a significant dilutive effect on
the percentage of shares held by the Company's
shareholders at such time.

     Pursuant to Rules adopted by the Securities and Exchange Commission
under Section 302(a) of the Sarbanes-Oxley Act of 2002, the principal
executive and financial officer of the Company has certified the financial and
other information contained in this report, has evaluated the effectiveness of
the Company's disclosure controls and procedures within the period
covered by this report, and has concluded that such disclosure controls and
procedures are effective. There have been no significant changes in the
internal controls of the Company or other factors that could significantly
affect internal controls subsequent to the date of that evaluation.

           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:   November 12, 2002
<PAGE>
                   CERTIFICATION

I, James M. Cassidy, certify that:

1.   I have reviewed this quarterly report on Form
     10-QSB.

2.   Based on my knowledge, this quarterly 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
     quarterly report;

3.   Based on my knowledge, the financial
     statements, and other financial information
     included in this quarterly 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 quarterly report;

4.   As the registrant's sole certifying officer, I
     am responsible for establishing and
     maintaining disclosure controls and procedures
     (as defined in Exchange Act Rules 13a-14 and
     15d-14) for the registrant and have:

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

b)   evaluated the effectiveness of the
     registrant's disclosure controls and
     procedures as of a date within 90 days prior
     to the filing of this quarterly report (the
     "Evaluation Date"); and

c)   presented in this quarterly report my
     conclusion about the effectiveness of the
     disclosure controls and procedures based on my
     evaluation as of the Evaluation Date;

5.  As the registrant's sole certifying officer, I
     have disclosed, based on my most recent
     evaluation, to the registrant's auditors:

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.

6.  As the registrant's sole certifying
     officer, I have indicated in this quarterly
     report whether or not there were significant
     changes in internal controls or in other
     factors that could significantly affect
     internal controls subsequent to the date of
     the most recent evaluation, including any
     corrective actions with regard to significant
     deficiencies and material weaknesses.

Date   11/13/2002    /s/ James M. Cassidy

                    Chief Executive
                    Officer/President
                    Chief Financial Officer