Item 1. Description of Business
Bellows Acquisition Corporation (the "Company") was incorporated on March 24, 1999 under the laws of the State of Delaware to engage in any lawful corporate undertaking, including, but not limited to, selected mergers and acquisitions. The Company has been in the developmental stage since inception and has no operations to date other than issuing shares.
On August 11, 2008, the Company redeemed 500,000 shares of its then 1,000,000 oustanding shares of common stock at par and issued 2,000,000 shares for $200. The sole officer and director of the Company resigned and new officers and directors were appointed and elected. Such transactions resulted in a change in control of the Company.
Nothwithstanding its change in control, the Company's purpose remains to seek, investigate and, if such investigation warrants, acquire an interest in a business entity which desires to seek the perceived advantages of a corporation which has a class of securities registered under the Exchange Act. Such target company may be one in which one or more of the officers or directors of the Company is affiliated.
The Company does not intend to restrict its search to any specific business, industry, or geographical location and it may participate in a business venture of virtually any kind or nature. Management anticipates that it will be able to participate in only one potential business venture because the Company has nominal assets and limited financial resources. Management believes that there may be other companies similarly situated and that the Company may encounter competition in locating and acquiring an business entity.
The Company has no employees.
The Company registered its common stock on a Form 10-SB registration statement filed pursuant to the Securities Exchange Act of 1934 (the "Exchange Act") and Rule 12(g) thereof. The Company files with the Securities and Exchange Commission periodic and current reports under Rule 13(a) of the Exchange Act, including quarterly reports on Form 10-Q and annual reports Form 10-K.
Item 2.
Item 2. Properties
The Company has no properties and at this time has no agreements to acquire any properties. The Company currently uses the offices of management at no cost to the Company. Management has agreed to continue this arrangement until the Company completes a business combination.
Item 3.
Item 3. Legal Proceedings
There is no litigation pending or threatened by or against the Company.
Item 4.
Item 4. Submission of Matters to a Vote of Security Holders
No matter was submitted to a vote of security holders, through the solicitation of proxies or otherwise, during the fourth quarter of the fiscal year covered by this report.
PART II
Item 5.
Item 5. Market for Registrant's Common Equity, Related Stockholder 	 Matters and Issuer Purchases of Equity Securities
There is currently no public market for the Company's securities.
Following a business combination, a target company will normally wish to cause the Company's common stock to trade in one or more United States securities markets. The target company may elect to take the steps required for such admission to quotation following the business combination or at some later time.
At such time as it qualifies, the Company may choose to apply for quotation of its securities on the OTC Bulletin Board.
The OTC Bulletin Board is a dealer-driven quotation service. Unlike the Nasdaq Stock Market, companies cannot directly apply to be quoted on the OTC Bulletin Board, only market makers can initiate quotes, and quoted companies do not have to meet any quantitative financial requirements. Any equity security of a reporting company not listed on the Nasdaq Stock Market or on a national securities exchange is eligible.
As such time as it qualifies, the Company may choose to apply for quotation of its securities on the Nasdaq Capital Market.
In general there is greatest liquidity for traded securities on the Nasdaq Capital Market and less on the OTC Bulletin Board. It is not possible to predict where, if at all, the securities of the Company will be traded following a business combination.
Since inception, the Company has sold securities which were not registered as follows:
NUMBER OF DATE NAME SHARES CONSIDERATION
March 25, 1999 Pierce Mill Associates, Inc. 1,000,000 $ 100 (500,000) (50) August 11, 2008	 Scoville Walker 1,000,000 100 August 11, 2008 Jerry L. Jones 1,000,000 $ 100
Item 6.
Item 6. Selected Financial Data.
	There is no selected financial data required to be filed for a smaller reporting company.
Item 7.
Item 7. 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 may likely 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 will 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. In addition, any such target company may be one in which one or more of the officers or directors of the Company is affiliated.
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, sale 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.
The Company will participate in a business combination only after the negotiation and execution of appropriate agreements. Since the target company may be one in which one or more of the Company's officers and/or directors is affiliated, such negotiations may not be deemed to be arm-length's negotiations.
The Company does not anticipate expending funds itself for locating a target company. The officers and directors of the Company, provide their 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 management of the Company stops or becomes unable to continue to pay the Company's operating expenses, the Company may not be able to timely make the periodic reports required under the Exchange Act nor to continue to search for an acquisition target.
Year-End 2008 Compared to Year-End 2007.
The Company has received no income, has had no operations nor expenses, other than accounting fees as required for the preparation of the Company's financial statements.
Item 8.
Item 8. Financial Statements and Supplementary Data
The financial statements for the year ended December 31, 2008 and 2007 are attached to this filing.
Item 9.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
There were no changes in or disagreements with accountants on accounting and financial disclosure for the period covered by this report.
Item 9A.
Item 9A. 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 year under the supervision and with the participation of the Company's principal executive officer and 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, they believe 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 Company does not have day-to- day continuing operations, but the principal executive officer and the principal financial officer are directly involved in all activities and operations, when they occur, of the Company.
Management's Report of Internal Control over Financial Reporting
	The Company is responsible for establishing and maintaining adequate internal control over financial reporting in accordance with the Rule 13a-15 of the Securities Exchange Act of 1934. The Company's president, conducted an evaluation of the effectiveness of the Company's internal control over financial reporting as of December 31, 2008, based on the criteria establish in Internal Control Integrated Framework issued by the Committee of Sponsoring Organizations of the Treaedway Commission. Based on this evaluation, management concluded that the Company's internal control over financial reporting was effective as of December 31, 2008, based on those criteria.
A control system can provide only reasonably, not absolute, assurance that the objectives of the control system are met and no evaluation of controls can provide absolute assurance that all control issues have been detected.
	Weinberg & Company, P.A the Company's independent registered public accounting firm, has not issued an attestation report on the effectiveness of its internal control over financial reporting.
Changes in Internal Control Over Financial Reporting
	There have been no changes in the Company's internal controls over financial reporting during its fourth fiscal quarter that have materially affected, or are reasonably likely to materially affect, its internal control over financial reporting.
PART III
Item 10.
Item 10. Directors, Executive Officers, and Corporate Governance;
The Directors and Officers of the Company are as follows:
Name Age Positions and Offices Held ----------------- -----------
Scoville Walker 57 Chief executive officer, director Jerry L. Jones 54 President, director Tony Axam Director Briana Ramsey 33 Secretary/Treasurer
There are no agreements or understandings for the officers or director to resign at the request of another person and the above- named officers and directors are not acting on behalf of nor will act at the direction of any other person.
Set forth below are the names of the directors and officers of the Company, all positions and offices with the Company held, the period during which they have served as such, and the business experience during at least the last five years:
Scoville Walker has served as the chief executive officer and a director of the Company since August 11, 2008. Mr. Walker has worked in the finance industry for several decades. Mr. Walker obtained his Series 3 registration with First Commodity Corporation of Boston and later his Series 24, 63 and 7 registrations. Mr. Walker opened his own NASD member firm, Walker Luther Securities, Inc., specializing in municipal finance, and subsequently opened Cartwright & Walker Securities, managing retail accounts. Mr. Walker's firms cleared their securities transactions through Refco of New York, Emmett Larkin and Company of San Francisco and Bear Stearns of New York. Mr. Walker is also a member of the Antwerpen Dismantkring of Antwerp, Belgium and a member of the World Federation of Diamond Bourses.
Jerry L. Jones has served as president and a direcctor of the Company since August 11, 2008. Mr. Jones has been involved with numerous business ventures beginning in the 1980's in Hollywood, California with a walk-in photo studio. Mr. Jones expanded this operation to New York and Europe specializing as a high-profile entertainment photographer. Mr. Jones created "The National Black Talent Directory" which was used as a comprehensive clearinghouse for minority actors, singers, dancers, writers, directors and other artists. Mr. Jones was awarded the position of Honorary Entertainment Ambassador by Mayor Tom Bradley of Los Angeles representing African Americans in Africa. Mr. Jones has worked on humanitarian and commercial enterprises in all of Africa for the last 25 years with particular emphasis and expertise in the Congo, and Central and West Africa.
Tony Axam has served as a director of the Company since August 11, 2008. Mr. Axam began his teaching career in 1985 and has been an instructor and trial adocate at numerous law schools in the United States, including Duke University Law School, Emory Law school, Mercer Law School, Harvard Law School, University of Texas Law School and others. Mr. Axam has been a featured lecturer as part of the United States Leadership Exchange Program in Johannesburg, South Africa; London Barristers Lecturer with Oxford University at Cambridge. Mr. Axam holds the title of Director for Georgia Institute for Trial Advocacy. Mr. Axam served on the Atlanta Bar as part of the Atlanta Fulton County Indigent Defense Committee and served as a Special Master with the Georgia Supreme Court. Mr. Axam earned his Bachelor of Arts degree and Juris Doctor from Duke University in 1973.
Briana Ramsey has served as treasurer/secretary of the Company since August 11, 2008. Ms. Ramsey currently owns and operates a Virtual Executive Assistance firm serving executives worldwide, including the Los Angeles Free Clinic and Los Angeles Rape Crisis Center. Ms. Ramsey earned her Bachelor of Arts degree in 1997 from University of Illinois in Urbana, Illinois.
Conflicts of Interest
The terms of a business combination may include such terms as one or more of the current officers and directors acting as a director or officer of the Company. The terms of a business combination may provide for a payment by cash or otherwise to the shareholders by a target business for the purchase of all or some of the common stock of the Company. Some Shareholders of the Company also serve as officers and directors of the Company. Such benefits may influence management's choice of a target business.
The Company may enter into a business combination, or acquire assets for its securities, in which management or promoters of the Company or any affiliates or associates have an interest, direct or indirect.
There are no binding guidelines or procedures for resolving potential conflicts of interest. Failure by management to resolve conflicts of interest in favor of the Company could result in liability of management to the Company. However, any attempt by shareholders to enforce a liability of management to the Company would most likely be prohibitively expensive and time consuming.
	Code of Ethics. The Company has not at this time adopted a Code of Ethics pursuant to rules described in Regulation S-K. The Company has no operations or business and does not receive any revenues or investment capital. The adoption of an Ethical Code at this time would not serve the primary purpose of such a code to provide a manner of conduct as the development, execution and enforcement of such a code would be by the same persons and only those persons to whom such code applied. Furthermore, because the Company does not have any activities, there are no activities or transactions which would be subject to this code. At the time the Company enters into a business combination or other corporate transaction, the officers and directors will recommend to any new management that such a code be adopted. The Company does not maintain an Internet website on which to post a code of ethics.
	Corporate Governance. For reasons similar to those described above, the Company does not have a nominating nor audit committee of the board of directors. At this time, the Company consists of three shareholders two of whom serve as the directors and officers. The Company has no activities, and receives no revenues. At such time that the Company enters into a business combination and/or has additional shareholders and a larger board of directors and commences activities, the Company will propose creating committees of its board of directors, including both a nominating and an audit committee. Because there are only three shareholders of the Company, there is no established process by which shareholders to the Company can nominate members to the Company's board of directors. Similarly, however, at such time as the Company has more shareholders and an expanded board of directors, the new management of the Company may review and implement, as necessary, procedures for shareholder nomination of members to the Company's board of directors.
Item 11.
Item 11. Executive Compensation
The Company's officers and directors do not receive any compensation for services rendered to the Company, nor have they received such compensation in the past. The officers and directors are not accruing any compensation pursuant to any agreement with the Company. However, the officers and directors of the Company anticipate that the may receive benefits as shareholders of the Company.
No retirement, pension, profit sharing, stock option or insurance programs or other similar programs have been adopted by the Company for the benefit of any employees.
The Company does not have a compensation committee for the same reasons as described above.
Item 12.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockkholder Matters
The following table sets forth, as of December 31, 2008, each person known by the Company to be the beneficial owner of five percent or more of the Company's common stock and the directors and officers of the Company. The Company does not have any compensation plans and has not authorized any securities for future issuance. Except as noted, the holder thereof has sole voting and investment power with respect to the shares shown.
Name and Address Amount of Beneficial Percent of of Beneficial Owner Ownership Outstanding Stock
- ------------------- James M. Cassidy(1) 500,000 20% 1504 R Street, N.W. Washington, D.C. 20009
Scoville Walker		 1,000,000 40% 152 West 57th Street 27th Floor New YOrk, New York 10019
Jerry L. Jones 1,000,000 40% 152 West 57th Street 27th Floor New YOrk, New York 10019
All Executive Officers and Directors as a Group (2 Persons) 2,000,000 80%
(1) Mr. Cassidy is the sole director and shareholder of Pierce Mill Associates, Inc. the holder of the 500,000 shares of the Company's common stock and is therefore considered the beneficial owner.
Item 13.
Item 13. Certain Relationships and Related Transactions and 	 Director Independence
Scoville Walker and Jerry L. Jones, shareholders of the Company, also serve as directors of the Company and comprise a majority of the board of directors.
Item 14.
Item 14. Principal Accounting Fees and Services.
	The Company has no activities, no income and no expenses. The Company's officers and directors have donated their time in preparation and filing of all state and federal required taxes and reports.
Audit Fees
The aggregate fees incurred for each of the last two years for professional services rendered by the independent registered public accounting firm for the audits of the Company's annual financial statements and review of financial statements included in the Company's Form 10-K and 10-KSB and Form 10-Q and 10-QSB reports and services normally provided in connection with statutory and regulatory filings or engagements were as follows:
December 31, 2008 December 31, 2007 	 ----------------- ----------------- $ 6,960		 $ 780 ======== ======= Audit-Related Fees
There were no audit related services for the years ended 2008 and 2007.
Tax Fees
The Company incurred $0 for tax related services provided by Weinberg & Company for the years ended December 2008 and 2007.
All Other Fees
The Company incurred $0 for other fees by the principal accountant for the years ended December 31, 2008 and 2007.
	The Company does not currently have an audit committee serving and as a result its board of directors performs the duties of an audit committee. The board of directors will evaluate and approve in advance, the scope and cost of the engagement of an auditor before the auditor renders audit and non-audit services. The Company does not rely on pre- approval policies and procedures.
PART IV
Item 15.
Item 15. Exhibits, Financial Statement Schedules
	There are no financial statement schedules nor exhibits filed herewith. The exhibits filed in earlier reports and the Company's Form 10-SB are incorporated herein by reference.
BELLOWS ACQUISITION CORPORATION (A DEVELOPMENT STAGE COMPANY) FINANCIAL STATEMENTS AS OF DECEMBER 31, 2008 AND 2007
BELLOWS ACQUISITION CORPORATION (A DEVELOPMENT STAGE COMPANY) CONTENTS
PAGE	1	REPORT OF INDEPENDENT REGISTERED ACCOUNTING FIRM
PAGE	2	BALANCE SHEETS AS OF DECEMBER 31, 2008 and 2007
PAGE	3	STATEMENTS OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31, 2008 AND 2007 AND FOR THE PERIOD FROM MARCH 24, 1999 		(INCEPTION) THROUGH DECEMBER 31, 2008
PAGE	4	STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY FOR THE PERIOD FROM MARCH 24, 1999 (INCEPTION) THROUGH DECEMBER 31, 2008
PAGE	5	STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2008 AND 2007 AND FOR THE PERIOD FROM MARCH 24, 1999 (INCEPTION) THROUGH DECEMBER 31, 2008
PAGES	6 - 8	NOTES TO FINANCIAL STATEMENTS AS OF DECEMBER 31, 2008 and 2007
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors of: Bellows Acquisition Corporation
We have audited the accompanying balance sheets of Bellows Acquisition Corporation (a development stage company) (the "Company") as of December 31, 2008 and 2007 and the related statements of operations, changes in stockholders' equity and cash flows for the years then ended and for the period March 24, 1999 (inception) through December 31, 2008. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
We were not engaged to examine management's assertion about the effectiveness of the Company's internal control over financial reporting as of December 31, 2008 included in the accompanying Form 10-K and, accordingly, we do not express an opinion thereon.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Bellows Acquisition Corporation as of December 31, 2008 and 2007 and the results of their operations and their cash flows for the years then ended and for the period from March 24, 1999 (inception) through December 31, 2008 in conformity with accounting principles generally accepted in the United States of America.
Weinberg & Company, P.A.
Boca Raton, Florida April 13, 2009
BELLOWS ACQUISITION CORPORATION (A DEVELOPMENT STAGE COMPANY) BALANCE SHEETS AS OF DECEMBER 31, 2008 AND 2007 --------------------------------- ASSETS ------
2008 2007 ----- -----
Cash $ 250 $ 100 ------ ----- TOTAL ASSETS $ 250 $ 100 ====== =====
LIABILITIES AND STOCKHOLDERS' EQUITY (AND DEFICIENCY) -----------------------------------------------------
LIABILITIES $ 6,960 $ - ------ ----- STOCKHOLDERS' 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, 2,500,000 and 2,000,000 issued and outstanding 250 200 Additional paid-in capital 2,095 1,995 Deficit accumulated during development stage (9,055) (2,095) -------- ------- Total Stockholders' Equity (Deficiency) (6,710) 100 -------- ------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 250 $ 100 (Deficiency) ======= ======
See accompanying notes to financial statements
BELLOWS ACQUISITION CORPORATION (A DEVELOPMENT STAGE COMPANY) STATEMENTS OF OPERATIONS -----------------------
For the Period From For the Year For the Year March 24, 1999 Ended Ended Inception) through December 31, December 31, December 31, 2008 2007 2008 ----------- ------------ --------------
Income $ - $ - $ -
Expenses Organization expense - - 535 Professional Fees	 6,960		 780		 8,520 ---------- --------- ---------
Total expenses 6,960 780 9,055 ---------- --------- ---------
NET LOSS $ (6,960) $(780) $(9,055) ========== ========== ========= =========
Basic and diluted-- loss per share $ 0.00 $ 0.00 $ 0.00 ========== ========= =========
Weighted average number of shares outstanding, basic and diluted 2,193,989 2,000,000 2,019,888 ========= ========= =========
See accompanying notes to financial statements
BELLOWS ACQUISITION CORPORATION (A DEVELOPMENT STAGE COMPANY) STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIENCY) FOR THE PERIOD FROM MARCH 24, 1999 (INCEPTION) THROUGH DECEMBER 31, 2008 AND 2007 ----------------------------------
Deficit Accumulated Additional During Common Stock Issued Paid-In Development Shares Amount Capital Stage Total ------- ------ -------- ---------- -------
Common stock issuance 2,000,000 $ 200 $ (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) December 31, 2007	 - - - (780)	 (780) December 31, 2008	 - - - (6,960)	 (6,960) Recapitalization 500,000 50 100 - 150 --------- ------ -------- -------- ------- BALANCE AS OF DECEMBER 31, 2008 2,500,000 $ 250 $ 2,095 $(9,055) $(6,710) ========= ===== ======= ========= =======
See accompanying notes to financial statements
BELLOWS ACQUISITION CORPORATION (A DEVELOPMENT STAGE COMPANY) STATEMENTS OF CASH FLOWS ------------------------
For The Period From For the Year For the Year March 24, 1999 Ended Ended (Inception) December 31, December 31, through 2008 2007 Dec.31 2008 ----------- ----------- ------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (6,960) $ (780) $ (9,055) Adjustment to reconcile net loss to net cash used by operating activities
Professional expenses 6,960 780 6,960 Contributed expenses - - 2,095 ------- ------- ---------
Net Cash Used In Operating Activities - - - ------- ------- -------- CASH FLOWS FROM INVESTING ACTIVITIES - - - ------- ------- -------- CASH FLOWS FROM FINANCING ACTIVITIES:
Cash paid for redemption of common stock (50) - (50) Proceeds from issuance of common stock 200 - 300 ------- ------- -------- Net Cash Provided By Financing Activities 150 - 250 ------- ------- -------- INCREASE IN CASH AND CASH EQUIVALENTS 150 - 250
CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD 100 100 - ------- ------- -------- CASH AND CASH EQUIVALENTS - END OF PERIOD $ 250 $ 100 $ 250 ========================= ======== ======= ========
See accompanying notes to financial statements
BELLOWS ACQUISITION CORPORATION (A DEVELOPMENT STAGE COMPANY) NOTES TO FINANCIAL STATEMENTS AS OF DECEMBER 31, 2008 AND 2007 -----------------------
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. As of December 31, 2008, 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) Fair Value of Financial Instruments
The Company measures its financial assets and liabilities in accordance with generally accepted accounting principles. Financial instruments applicable to the Company include cash and liabilities. The carrying amounts approximate the fair value due to their short maturities of less than one year.
(E) 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
BELLOWS ACQUISITION CORPORATION (A DEVELOPMENT STAGE COMPANY) NOTES TO FINANCIAL STATEMENTS AS OF DECEMBER 31, 2008 AND 2007 -----------------------
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, 2008 and 2007.
(F) Loss Per Share
Basic loss per share is computed by dividing income available to common shareholders by the weighted-average number of common shares outstanding during the period. Diluted loss per share is computed similar to basic loss per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. There were no potentially dilutive securities for the yearS ended December 31, 2008 and 2007.
(G) Recent Accounting Pronouncements
In February 2008, the FASB issued FASB Staff Position ("FSP") No. 157-2, "Effective Date of FASB Statement No. 157" which permits a one-year deferral for the implementation of SFAS 157 with regard to non-financial assets and liabilities that are not recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually). The Company elected to defer adoption of SFAS 157 for such non-financial assets and liabilities. The Company does not currently anticipate that full adoption in 2009 to have a material impact on its results of operations, financial position, or cash flows.
In December 2007, the FASB issued SFAS No. 141R, Business Combinations, and SFAS No. 160, Non-controlling Interests in Consolidated Financial Statements. SFAS No. 141R requires an acquirer to measure the identifiable assets acquired, the liabilities assumed, and any non-controlling interest in the acquiree at their fair values on the acquisition date, with goodwill being the excess value over the net identifiable assets acquired. SFAS No. 160 clarifies that a non-controlling interest in a subsidiary should be reported as equity in the consolidated financial statement. The calculation of earnings per share will continue to be based on income amounts attributable to the parent. SFAS No. 141R and SFAS No. 160 are effective for financial statements issued for fiscal years beginning after December 15, 2008. Early adoption is prohibited. The Company does not expect that the adoption of SFAS 141R or SFAS No. 160 to have a material impact on its results of operations, financial position, or cash flows.
In March 2008, the FASB issued FASB Statement No. 161, "Disclosures about Derivative Instruments and Hedging Activities". The new standard is intended to improve financial reporting about derivative instruments and hedging activities by requiring enhanced disclosures to enable investors to better understand their effects on an entity's financial position, financial performance, and cash flows. SFAS 161 is effective for fiscal years and interim periods beginning after November 15, 2008. The Company does not expect the adoption of SFAS 161 to have a material impact on its results of operations, financial position, or cash flows.
BELLOWS ACQUISITION CORPORATION (A DEVELOPMENT STAGE COMPANY) NOTES TO FINANCIAL STATEMENTS AS OF DECEMBER 31, 2008 AND 2007 -----------------------
NOTE 2	STOCKHOLDERS' 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. On August 11, 2008 500,000 shares of common stock were redeemed at par. Subsequently, on August 11, 2008 the Company issued 2,000,000 shares to the following shareholders in the following amounts representing 80% for $200 of the now outstanding 2,500,000 shares of common stock (see Note 4):
				Scoville Walker		1,000,000 				Jerry L. Jones		1,000,000
(C) Additional Paid-In Capital
Additional paid-in capital as of December 31, 2008 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	RELATED PARTIES
Legal counsel to the Company is a 100% owner of Pierce Mill Associates, Inc., a shareholder of the Company.
NOTE 4	CHANGE IN CONTROL
On August 11, 2008 the following events occurred which resulted in a change of control of the Company:
500,000 shares of the 1,000,000 shares of common stock of the Company owned by Pierce Mill Associates, Inc. were redeemed at par.
BELLOWS ACQUISITION CORPORATION (A DEVELOPMENT STAGE COMPANY) NOTES TO FINANCIAL STATEMENTS AS OF DECEMBER 31, 2008 AND 2007 -----------------------
The Company issued 2,000,000 shares of common stock to the following shareholders in the following amounts representing 80% of the now outstanding 2,500,000 shares of common stock:
		Scoville Walker 1,000,000 		Jerry L. Jones 1,000,000
The following persons were elected to the Board of Directors of the Company:
			Scoville Walker 			Jerry L. Jones 			Tony Axam
The following persons were appointed to the following offices of the Company:
			Scoville Walker Chief Executive Officer 			Jerry L. Jones President 			Briana Ramsey Secretary/Treasurer
James Cassidy resigned as President and Secretary and as a director of the Company.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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/ Scoville Walker Chief Executive Officer
Dated: April 10, 2009
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/ SCoville Walker Director April 10, 2009
/s/ Jerry L. Jones	 Director April 10, 2009
/s/ Tony Axam Director April 10, 2009