SECURITIES AND EXCHANGE COMMISSION
                         Washington, D.C.  20549

                              FORM 10-KSB/A

       (Mark One)
       [X] ANNUAL REPORT UNDER SECTION 13 OR 15(d)
             OF THE SECURITIES EXCHANGE ACT OF 1934

                     For the fiscal year ended
                        December 31, 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 0-31385

                       BOULEVARD ACQUISITION CORPORATION
             (Exact name of small business issuer in its charter)


       Delaware                                   52-2257546
(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)

Issuer's Telephone Number:     202/387-5400

Securities registered under Section 12(g) of the Exchange Act:

             Common Stock, $.0001 par value per share


This amendment is filed to correct certain typographical errors
appearing in the certification section.

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

Check if there is no disclosure of delinquent filers in response to Item 405
of Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-KSB or any amendment to this Form 10-KSB.  [  ]

State issuer's revenues for its most recent fiscal year.              $ 0.

State the aggregate market value of the voting and non-voting common equity
held by non-affiliates computed by reference to the price at which the common
equity was sold, or the average bid and asked price of such common equity, as
of a specified date within the past 60 days.                           $ 0.

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 December 31, 2002

Common Stock, par value $0.0001                             1,000,000

Documents incorporated by reference:             None

                                       PART I

Item 1.  Description of Business

     Boulevard 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 to
its original shareholder.

     The Company's purpose is 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.  The Company will not 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.

     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-QSB and annual reports
Form 10-KSB.

Item 2.  Description of Property

     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.  Legal Proceedings

     There is no litigation pending or threatened by or against the Company.

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.

<PAGE>
                                    PART II

Item 5.  Market for Common Equity and Related Stockholder Matters

     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 NASD OTC Bulletin Board.

     The NASD OTC Bulletin Board is a dealer-driven quotation service.
Unlike the Nasdaq Stock Market, companies cannot directly apply to be quoted
on the NASD 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 SmallCap Market.

     In order to qualify for listing on the Nasdaq SmallCap Market, a
company must have at least (i) net tangible assets of $4,000,000 or market
capitalization of $50,000,000 or net income for two of the last three years
of $750,000; (ii) a public float of 1,000,000 shares with a market value of
$5,000,000; (iii) a bid price of $4.00; (iv) three market makers; (v) 300
shareholders and (vi) an operating history of one year or, if less than one
year, $50,000,000 in market capitalization.  For continued listing on the
Nasdaq SmallCap Market, a company must have at least (i) net tangible assets
of $2,000,000 or market capitalization of $35,000,000 or net income for two
of the last three years of $500,000; (ii) a public float of 500,000 shares
with a market value of $1,000,000; (iii) a bid price of $1.00; (iv) two market
makers; and (v)300 shareholders.

     In general there is greatest liquidity for traded securities on the
Nasdaq SmallCap Market and less on the NASD 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.

     During the past three years, 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)   1,000,000       $100
     ________

     (1)  Mr. Cassidy, the president and sole director of the Company, is
the sole director and shareholder of Pierce Mill Associates, Inc. and is
therefore considered to be the beneficial owner of the common stock of the
Company issued to it.

Item 6.  Management's Discussion and Analysis or Plan of Operation

     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.

     The Company has entered into an agreement with Rock Creek Capital
Corporation to supervise the search for target companies as potential
candidates for a business combination.  The agreement will continue until such
time as the Company has effected a business combination.  Rock Creek Capital
Corporation has agreed to pay all expenses of the Company until such time as
a business combination is effected, without repayment.  James M. Cassidy, the
sole officer and director of the Company, is the sole officer, director and
beneficial shareholder of Rock Creek Capital Corporation.

     The Company does not anticipate expending funds itself for locating a
target company.  James M. Cassidy, the officer and director of the Company,
provides his services without charge or repayment.  The Company will not
borrow any funds to make any payments to the Company's management, its
affiliates or associates.  If Rock Creek Capital Corporation stops or becomes
unable to continue to pay the Company's operating expenses, the Company may
not be able to timely make its periodic reports required under the Exchange
Act nor to continue to search for an acquisition target.

     Rock Creek Capital Corporation may only locate potential target
companies for the Company and is not authorized to enter into any agreement
with a potential target company binding the Company.  Rock Creek Capital
Corporation may provide assistance to target companies incident to and
following a business combination, and receive payment for such assistance
from target companies. The agreement with Rock Creek Capital Corporation is
not exclusive and the Company may enter into similar agreements with other
persons or entities.

     The Board of Directors has passed a resolution which contains a policy
that the Company will not seek a business combination with any entity in which
the Company's officer, director, shareholders or any affiliate or associate
serves as an officer or director or holds any ownership interest.

Item 7.  Financial Statements

     The financial statements for the year ended December 31, 2002 are
attached to this filing.

Item 8.   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.

                                  PART III

Item 9.   Directors, Executive Officers, Promoters and Control Persons;
          Compliance with Section 16(a) of the Exchange Act

     The Directors and Officers of the Company are as follows:

       Name                     Age           Positions and Offices Held
       -----------------                      -----------
       James M. Cassidy         67             President, Secretary,
                                               Director

     There are no agreements or understandings for the officer or director
to resign at the request of another person and the above-named officer and
director is not acting on behalf of nor will act at the direction of any
other person.

     Set forth below is the name of the director and officer of the Company,
all positions and offices with the Company held, the period during which he
has served as such, and the business experience during at least the last five
years:

     James Michael Cassidy, Esq., LL.B., LL.M., received a Bachelor of
Science in Languages and Linguistics from Georgetown University in 1960, a
Bachelor of Laws from The Catholic University School of Law in 1963, and a
Master of Laws in Taxation from The Georgetown University School of Law in
1968. From 1963-1964, Mr. Cassidy was law clerk to the Honorable Inzer B.
Wyatt of the United States District Court for the Southern District of New
York. From 1964-1965, Mr. Cassidy was law clerk to the Honorable Wilbur K.
Miller of the United States Court of Appeals for the District of Columbia.
From 1969-1975, Mr. Cassidy was an associate of the law firm of Kieffer &
Moroney and a principal in the law firm of Kieffer & Cassidy, Washington, D.C.
From 1975 to date, Mr. Cassidy has been a principal in the law firm of
Cassidy & Associates, Washington, D.C. and its predecessors, specializing in
securities law and related corporate and federal taxation matters. Mr. Cassidy
is a member of the bars of the District of Columbia and the State of New York
and is admitted to practice before the United States Tax Court and the United
States Supreme Court.

     On June 4, 2001, without admitting or denying any wrongdoing, James
M. Cassidy, the sole director and executive officer of the Company, and TPG
Capital Corporation, a corporation controlled by Mr. Cassidy, consented to the
issuance of an order by the Securities and Exchange Commission to cease and
desist from committing or causing any violation and any future violation of
Section 10(b) of the Securities Exchange Act of 1934 ("1934 Act") and Rule
10b-5 thereunder and from causing any violation and future violation of Section
13(a) of the 1934 Act and Rules 13a-13 and 12b-20 thereunder in connection with
arranging reverse mergers between reporting companies that they controlled and
issuers facing possible delisting from the NASD OTC Bulletin Board.

     Specifically, the Securities and Exchange Commission said that Mr.
Cassidy and TPG had filed amended registration statements for five reporting
companies that wrongly stated that the companies were not engaged at that time
in negotiations with specific entities regarding a possible business
combination. Three of these companies also filed periodic reports under the
1934 Act, which the Securities and Exchange Commission said wrongly stated that
they were not engaged at that time in merger negotiations.  TPG Capital
Corporation also agreed to consent, without admitting or denying any
wrongdoing, to the payment of a civil penalty.

Other Similar Companies

     James M. Cassidy, the president of the Company, has been and is
currently involved with companies similar to this one.  The initial business
purpose of each of these companies was or is to engage in a business
combination with an unidentified company or companies.

Conflicts of Interest

     A conflict may arise in the event that a similar company with which Mr.
Cassidy is affiliated also actively seeks a target company.  It is anticipated
that target companies will be located for the Company and other similar
companies in chronological order of the date of formation of such companies or,
in the case of companies formed on the same date, alphabetically.  However,
other companies may differ from the Company in certain items such as place of
incorporation, number of shares and shareholders, working capital, types of
authorized securities, or other items.  It may be that a target company may be
more suitable for or may prefer a certain company formed after the Company.
In such case, a business combination might be negotiated on behalf of the more
suitable or preferred similar company regardless of date of formation.

     Mr. Cassidy is the principal of Cassidy & Associates, a law firm located
in Washington, D.C. As such, demands may be placed on the time of Mr. Cassidy
which would detract from the amount of time he is able to devote to the
Company.  Mr. Cassidy intends to devote as much time to the activities of the
Company as required.  However, should such a conflict arise, there is no
assurance that Mr. Cassidy would not attend to other matters prior to those of
the Company.

     The terms of business combination may include such terms as Mr.
Cassidy remaining a director or officer of the Company and/or the continuing
securities or other legal work of the Company being handled by the law firm of
which Mr. Cassidy is the principal.  The terms of a business combination may
provide for a payment by cash or otherwise to Pierce Mill Associates, Inc. by a
target business for the purchase of all or some of the common stock of the
Company owned by Pierce Mill Associates, Inc.  Mr. Cassidy would directly
benefit from such employment or payment. Such benefits may influence Mr.
Cassidy's choice of a target business.

     The Company will not enter into a business combination, or acquire any
assets of any kind for its securities, in which management or promoters of the
Company or any affiliates or associates have any 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.

Item 10.  Executive Compensation

     The Company's officer and director does not receive any compensation
for his services rendered to the Company, nor has he received such
compensation in the past.  The officer and director is not accruing any
compensation pursuant to any agreement with the Company.  However, the
officer and director of the Company anticipates receiving benefits as a
beneficial shareholder of the Company and as a principal of Pierce Mill
Associates, Inc. and Rock Creek Capital Corporation.

     No retirement, pension, profit sharing, stock option or insurance
programs or other similar programs have been adopted by the Company for the
benefit of its employees.

Item 11.  Security Ownership of Certain Beneficial Owners and Management

     The following table sets forth, as of December 31, 2002, each person
known by the Company to be the beneficial owner of five percent or more of the
Company's common stock and the director and officer of the Company.  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

  Pierce Mill Associates, Inc.       1,000,000                   100%
  1504 R Street, N.W.
  Washington, D.C. 20009

  James M. Cassidy(1)                 1,000,000                   100%
  1504 R Street, N.W.
  Washington, D.C. 20009

  All Executive Officers and
  Directors as a Group
  (1 Person)                          1,000,000                    100%

(1)  Mr. Cassidy is the sole director and shareholder of Pierce Mill
     Associates, Inc. and is therefore considered the beneficial owner of the
     shares of common stock owned by it.

Item 12.  Certain Relationships and Related Transactions

     On March 25, 1999, the Company issued a total of 1,000,000 shares of
common stock to the following entity for a total of $100 in cash:

                                    NUMBER OF           TOTAL
NAME                                SHARES              CONSIDERATION

Pierce Mill Associates, Inc.        1,000,000           $  100

     The Board of Directors has passed a resolution which contains a policy
that the Company will not seek an acquisition or merger with any entity in
which the Company's officer, director or shareholder or their affiliates or
associates serve as officer or director or hold any ownership interest.
Management is not aware of any circumstances under which this policy may be
changed.

Item 13.  Exhibits and Reports on Form 8-K

     (a)  Exhibits

     (b)  There were no reports on Form 8-K filed by the Company
during the quarter ended December 31, 2002.

Item 14.  Controls and Procedures

     Within the 90 days prior to the filing date of this report, the Company
carried out an evaluation of the effectiveness of the design and operation of
its disclosure controls and procedures pursuant to Exchange Act Rule 13a-14.
This evaluation  was done under the supervision and with the participation of
the Company's principal executive officer (who is also the principal financial
officer). 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.

                                  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.

                              BOULEVARD ACQUISITION CORPORATION


                         By:   /s/ James M. Cassidy
                                   James M. Cassidy, President

Dated:  March 31, 2003


     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       March 31, 2003


<PAGE>
                 CERTIFICATION

I, James M. Cassidy, certify that:

1.   I have reviewed this annual report on Form 10-KSB/A.

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

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

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;

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

6.   I have indicated in this 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 my most
     recent evaluation, including any corrective actions with regard to
     significant deficiencies and material weaknesses.

       Date:  March 31, 2003                /s/ James M. Cassidy
                                            President and Director and
                                            Chief Financial Officer
                                            Principal Accounting Officer

<PAGE>

                          BOULEVARD ACQUISITION CORPORATION
                            (A DEVELOPMENT STAGE COMPANY)
                                 FINANCIAL STATEMENTS
                                AS OF DECEMBER 31, 2002


<PAGE>

                          BOULEVARD ACQUISITION CORPORATION
                           (A DEVELOPMENT STAGE COMPANY)


                                     CONTENTS
                                     --------

PAGE      1      INDEPENDENT AUDITORS' REPORT

PAGE      2      BALANCE SHEET AS OF DECEMBER 31, 2002

PAGE      3      STATEMENTS OF OPERATIONS FOR THE YEARS ENDED
                 DECEMBER 31, 2002 AND 2001 AND FOR THE PERIOD FROM
                 MARCH 24, 1999 (INCEPTION) TO DECEMBER 31, 2002

PAGE      4      STATEMENT OF CHANGES IN STOCKHOLDER'S EQUITY FOR
                 THE PERIOD FROM MARCH 24, 1999 (INCEPTION) TO
                 DECEMBER 31, 2002

PAGE      5      STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED
                 DECEMBER 31, 2002 AND 2001 AND FOR THE PERIOD FROM
                 MARCH 24, 1999 (INCEPTION) TO DECEMBER 31, 2002

PAGES   6 - 9    NOTES TO FINANCIAL STATEMENTS AS OF DECEMBER 31,
                 2002




<PAGE>
                            INDEPENDENT AUDITORS' REPORT
                            ----------------------------


To the Board of Directors of:
Boulevard Acquisition Corporation
(A Development Stage Company)

We have audited the accompanying balance sheet of Boulevard
Acquisition Corporation (a development stage company) as of
December 31, 2002 and the related statements of operations, changes
in stockholder's equity and cash flows for the years ended December
31, 2002 and 2001 and for the period from March 24, 1999
(inception) to December 31, 2002.  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 auditing standards
generally accepted in the United States of America.  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.

In our opinion, the financial statements referred to above present fairly
in all material respects, the financial position of Boulevard Acquisition
Corporation (a development stage company) as of December 31,
2002, and the results of its operations and its cash flows for the years
ended December 31, 2002 and 2001 and for the period from March
24, 1999 (inception) to December 31, 2002 in conformity with
accounting principles generally accepted in the United States of
America.




WEINBERG & COMPANY, P.A.


Boca Raton, Florida
February 7, 2003



                           BOULEVARD ACQUISITION CORPORATION
                             (A DEVELOPMENT STAGE COMPANY)
                                     BALANCE SHEET
                                AS OF DECEMBER 31, 2002
                                -----------------------

                                         ASSETS

                  Cash                                    $ 100
                                                          ------

                  TOTAL ASSETS                            $ 100
                                                          ======

                          LIABILITIES AND STOCKHOLDER'S EQUITY

                  LIABILITIES                             $  -

                  STOCKHOLDER'S EQUITY

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

                   Total Stockholder's Equity                100
                                                            -----
                 TOTAL LIABILITIES AND
                 STOCKHOLDER'S EQUITY                      $ 100
                                                           =======



                  See accompanying notes to financial statements
                                       2

<PAGE>

                      BOULEVARD ACQUISITION CORPORATION
                        (A DEVELOPMENT STAGE COMPANY)
                          STATEMENT OF OPERATIONS
                          -----------------------

                                                      For the Period
                                                          From
                      For the Year   For the Year     March 24, 1999
                         Ended          Ended         (Inception) to
                      December 31,   December 31,       December 31,
                          2002          2001               2002
                      -----------    ------------     --------------

Income                $      -        $   -            $     -

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

Total expenses               -            -                 535
                      ----------      ---------         ---------

NET LOSS              $      -         $  -             $  (535)
==========            ==========      =========        ==========


                See accompanying notes to financial statements
                                     3

<PAGE>


                       BOULEVARD ACQUISITION CORPORATION
                           (A DEVELOPMENT STAGE COMPANY)
                  STATEMENT OF CHANGES IN STOCKHOLDER'S EQUITY
                 FOR THE PERIOD FROM MARCH 24, 1999 (INCEPTION)
                             TO DECEMBER 31, 2002
                             --------------------

                                                          Deficit
                                                         Accumulated
                                              Additional   During
                        Common Stock Issued    Paid-In   Development
                          Shares     Amount    Capital      Stage      Total
                         -------     ------    -------   ----------   -------

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

Fair value of expenses
  contributed                   -        -        535          -         535

Net loss for the years ended:
 December 31, 1999              -        -         -          (535)     (535)
 December 31, 2000              -        -         -           -          -
 December 31, 2001              -        -         -           -          -
 December 31, 2002              -        -         -           -          -
                          ---------   ------     -----     --------    ------
BALANCE AT
  DECEMBER 31, 2002      1,000,000    $ 100      $ 535       $(535)    $ 100
===================      =========    =====      =====      =======    ======

                 See accompanying notes to financial statements
                                      4


<PAGE>


                          BOULEVARD ACQUISITION CORPORATION
                             (A DEVELOPMENT STAGE COMPANY)
                               STATEMENTS OF CASH FLOWS
                               ------------------------

                                                                 For The Period
                                                                      From
                                    For the Year                 March 24, 1999
                                       Ended         Ended       (Inception) to
                                    December 31,   December 31,   December 31,
                                       2002          2001            2002
                                    -----------    -----------   ------------

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
=========================             ========        =======         ======


                   See accompanying notes to financial statements
                                        5

<PAGE>

                          BOULEVARD ACQUISITION CORPORATION
                             (A DEVELOPMENT STAGE COMPANY)
                             NOTES TO FINANCIAL STATEMENTS
                               AS OF DECEMBER 31, 2002
                               -----------------------

<PAGE>
NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

       (A) Organization and Business Operations

       Boulevard 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 ther business combination with a domestic or foreign
       private business.  At December 31, 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, 2002 and 2001.

                                           6

<PAGE>

                          BOULEVARD ACQUISITION CORPORATION
                             (A DEVELOPMENT STAGE COMPANY)
                             NOTES TO FINANCIAL STATEMENTS
                               AS OF DECEMBER 31, 2002
                               -----------------------

<PAGE>
      (E) New Accounting Pronouncements

       The Financial Accounting Standards Board has 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.

                                       7
<PAGE>
                          BOULEVARD ACQUISITION CORPORATION
                             (A DEVELOPMENT STAGE COMPANY)
                             NOTES TO FINANCIAL STATEMENTS
                               AS OF DECEMBER 31, 2002
                               -----------------------

<PAGE>
       In August 2001, the FASB issued SFAS 144, "Accounting for the Impairment
       or Disposal of Long-Lived Assets".  This statement addresses financial
       accounting and reporting for the impairment or disposal of long-lived
       assets and supercedes FASB Statement No. 121, "Accounting for the
       Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed
       Of".  The provisions of the statement are effective for financial
       statements issued for the fiscal years beginning after December 15, 2001.

       In April 2002, the FASB issued SFAS 145, Rescission of FASB Statements
       No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical
       Corrections.  SFAS 145 rescinds the provisions of SFAS No. 4 that
       requires companies to classify certain gains and losses from debt
       extinguishments as extraordinary items, eliminates the provisions of
       SFAS No. 44 regarding transition to the Motor Carrier Act of 1980 and
       amends the provisions of SFAS No. 13 to require that certain lease
       modifications be treated as sale leaseback transactions.  The provisions
       of SFAS 145 related to classification of debt extinguishments are
       effective for fiscal years beginning after May 15, 2002.  Earlier
       application is encouraged.  The Company does not believe the adoption of
       this standard will have a material impact the financial statements.

       In July 2002, the FASB issued SFAS No. 146, "Accounting for
       Restructuring Costs."  SFAS 146 applies to costs associated with an exit
       activity (including restructuring) or with a disposal of long-lived
       assets. Those activities can include eliminating or reducing product
       lines, terminating employees and contracts and relocating plant
       facilities or personnel.  Under SFAS 146, the Company will record a
       liability for a cost associated with an exit or disposal activity when
       that liability is incurred and can be measured at fair value.  SFAS 146
       will require the Company to disclose information about its exit and
       disposal activities, the related costs, and changes in those costs in
       the notes to the interim and annual financial statements that include
       the period in which an exit activity is initiated and in any subsequent
       period until the activity is completed.  SFAS 146 is effective
       prospectively for exit or disposal activities initiated after December
       31, 2002, with earlier adoption encouraged.  Under SFAS 146, a company
       cannot restate its previously issued financial statements and the new
       statement grandfathers the accounting for liabilities that a company had
       previously recorded under Emerging Issues Task Force Issue 94-3.

                                       8

<PAGE>
                          BOULEVARD ACQUISITION CORPORATION
                             (A DEVELOPMENT STAGE COMPANY)
                             NOTES TO FINANCIAL STATEMENTS
                               AS OF DECEMBER 31, 2002
                               -----------------------

<PAGE>
       In December 2002, the Financial Accounting Standards Board issued
       Statement No. 148, "Accounting for Stock-Based Compensation-Transition
       and Disclosure - an amendment of FASB Statement No. 123," ("SFAS
       148").  SFAS 148 amends FASB Statement No. 123, "Accounting for Stock
       Based Compensation" ("SFAS 123") and provides alternative methods for
       accounting for a change by registrants to the fair value method of
       accounting for stock-based compensation.  Additionally, SFAS 148 amends
       the disclosure requirements of SFAS 123 to require disclosure in the
       significant accounting policy footnote of both annual and interim
       financial statements of the method of accounting for stock based-
       compensation and the related pro forma disclosures when the intrinsic
       value method continues to be used.  The statement is effective for
       fiscal years beginning after December 15, 2002, and disclosures are
       effective for the first fiscal quarter beginning after December 15,
       2002.  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 December 31, 2002 represents the fair
       value of the amount of organization and professional costs incurred by
       related parties on behalf of the Company (See Note 4).

NOTE 3 AGREEMENT

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

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

NOTE 4 RELATED PARTIES

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

                                        9