SECURITIES AND EXCHANGE COMMISSION
                         Washington, D.C.  20549

                              FORM 10-KSB

       (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, 2004

   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


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, 2004

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.

     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)   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, 2004 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         69             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, 2004, 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, 2004.

Item 14.  Controls and Procedures

	Pursuant to Rules adopted by the Securities and Exchange
Commission under Section 302(a) of the Sarbanes-Oxley Act of 2002,
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 as of
the end of the fiscal period covered by this report done under the
supervision and with the participation of the Company's principal
executive officer (who is also the principal financial officer).
There have been no significant changes in internal controls or in
other factors that could significantly affect internal controls
subsequent to the date of the evaluation.  Based upon that evaluation,
he believes that the Company's disclosure controls and procedures
are effective in gathering, analyzing and disclosing information
needed to ensure that the information required to be disclosed by the
Company in its periodic reports is recorded, summarized and processed
timely.  The principal executive officer  is directly involved in the
day-to-day operations of the Company.

<PAGE>

                                  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 25, 2005

     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 25, 2005

<PAGE>

                          BOULEVARD ACQUISITION CORPORATION
                            (A DEVELOPMENT STAGE COMPANY)
                                 FINANCIAL STATEMENTS
                                AS OF DECEMBER 31, 2004



                           BOULEVARD ACQUISITION CORPORATION
                              (A DEVELOPMENT STAGE COMPANY)


                                       CONTENTS
                                       --------


PAGE	1	REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

PAGE	2	BALANCE SHEET AS OF DECEMBER 31, 2004

PAGE	3	STATEMENTS OF OPERATIONS FOR THE YEARS ENDED DECEMBER
		31, 2004 AND 2003 AND FOR THE PERIOD FROM MARCH 24, 1999
		(INCEPTION) TO DECEMBER 31, 2004

PAGE	4	STATEMENT OF CHANGES IN STOCKHOLDER'S EQUITY FOR THE PERIOD
		FROM MARCH 24, 1999 (INCEPTION) TO DECEMBER 31, 2004

PAGE	5	STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2004
		AND 2003 AND FOR THE PERIOD FROM MARCH 24, 1999 (INCEPTION) TO
		DECEMBER 31, 2004

PAGES	6 - 9	NOTES TO FINANCIAL STATEMENTS AS OF DECEMBER 31, 2004



                REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


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, 2004 and the
related statements of operations, changes in stockholder's equity and cash
flows for the years ended December 31, 2004 and 2003 and for the period from
March 24, 1999 (inception) to December 31, 2004.  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 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.

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, 2004, and the
results of its operations and its cash flows for the years ended December
31, 2004 and 2003 and for the period from March 24, 1999 (inception) to
December 31, 2004 in conformity with accounting principles generally
accepted in the United States of America.




WEINBERG & COMPANY, P.A.


Boca Raton, Florida
March 18, 2005


<PAGE>

                           BOULEVARD ACQUISITION CORPORATION
                             (A DEVELOPMENT STAGE COMPANY)
                                     BALANCE SHEET
                                AS OF DECEMBER 31, 2004
                                -----------------------


                                         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,
                          2004          2003               2004
                      -----------    ------------     --------------

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, 2004
                             --------------------

                                                          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              -        -         -           -          -
 December 31, 2003              -        -         -           -          -
 December 31, 2004              -        -         -           -          -
                          ---------   ------     -----     --------    ------
BALANCE AT
  DECEMBER 31, 2004      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,
                                       2004          2003            2004
                                    -----------    -----------   ------------

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, 2004

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 other business combination with a domestic or foreign
private business. At December 31, 2004, 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, 2004
and 2003.


                                           6

<PAGE>

                          BOULEVARD ACQUISITION CORPORATION
                             (A DEVELOPMENT STAGE COMPANY)
                             NOTES TO FINANCIAL STATEMENTS
                               AS OF DECEMBER 31, 2004


(E) Recent Accounting Pronouncements

In May 2003, the FASB issued SFAS No. 150, "Accounting For Certain Financial
Instruments with Characteristics of both Liabilities and Equity".  SFAS
No. 150 changes the accounting for certain financial instruments with
characteristics of both liabilities and equity that, under previous
pronouncements, issuers could account for as equity.  The new accounting
guidance contained in SFAS No. 150 requires that those instruments be
classified as liabilities in the balance sheet.

SFAS No. 150 affects the issuer's accounting for three types of freestanding
financial instruments.  One type is mandatorily redeemable shares, which
the issuing company is obligated to buy back in exchange for cash or other
assets.  A second type includes put options and forward purchase contracts,
which involves instruments that do or may require the issuer to buy back
some of its shares in exchange for cash or other assets.  The third type
of instruments that are liabilities under this Statement is obligations that
can be settled with shares, the monetary value of which is fixed, tied solely
or predominantly to a variable such as a market index, or varies inversely
with the value of the issuers' shares.  SFAS No. 150 does not apply to
features embedded in a financial instrument that is not a derivative in
its entirety.

Most of the provisions of Statement 150 are consistent with the existing
definition of liabilities in FASB Concepts Statement No. 6, "Elements of
Financial Statements".  The remaining provisions of this Statement are
consistent with the FASB's proposal to revise that definition to encompass
certain obligations that a reporting entity can or must settle by issuing
its own shares.  This Statement shall be effective for financial instruments
entered into or modified after May 31, 2003 and otherwise shall be effective
at the beginning of the first interim period beginning after June 15, 2003,
except for mandatorily redeemable financial instruments of a non-public
entity, as to which the effective date is for fiscal periods beginning
after December 15, 2004.

In January 2003, (as revised in December 2003) The Financial Accounting
Standards Board ("FASB") issued Interpretation No. 46, "Consolidation
of Variable Interest Entities", an interpretation of Accounting Research
Bulletin ("ARB") No. 51, "Consolidated Financial Statements".
Interpretation No. 46 addresses consolidation by business enterprises of
variable interest entities, which have one or both of the following
characteristics: (i) the equity investment at risk is not sufficient to
permit the entity to finance its activities without additional subordinated
support from other parties, which is provided through other interest that
will absorb some or all of the expected losses of the entity; (ii) the
equity investors lack one or more of the following essential characteristics
of a controlling financial interest: the direct or indirect ability to
make decisions about the entities activities through voting rights or
similar rights; or the obligation to absorb the expected losses of the
entity if they occur, which makes it possible for the entity to finance
its activities; the right to receive the

                                      7

<PAGE>

                          BOULEVARD ACQUISITION CORPORATION
                             (A DEVELOPMENT STAGE COMPANY)
                             NOTES TO FINANCIAL STATEMENTS
                               AS OF DECEMBER 31, 2004


expected residual returns of the entity if they occur, which is the
compensation for the risk of absorbing the expected losses.

Interpretation No. 46, as revised, also requires expanded disclosures by
the primary beneficiary (as defined) of a variable interest entity and by
an enterprise that holds a significant variable interest in a variable
interest entity but is not the primary beneficiary.

Interpretation No. 46, as revised, applies to small business issuers no
later than the end of the first reporting period that ends after December
15, 2004.  This effective date includes those entities to which
Interpretation 46 had previously been applied.  However, prior to the
required application of Interpretation No. 46, a public entity that is a
small business issuer shall apply Interpretation 46 or this Interpretation
to those entities that are considered to be special-purpose entities no
later than as of the end of the first reporting period that ends after
December 15, 2003.

In December 2004, the FASB issued SFAS No. 123 (R), "Share-Based Payment".
SFAS No. 123 (R) revises SFAS No. 123, "Accounting for Stock-Based
Compensation" and supersedes APB Opinion No. 25, "Accounting for Stock
Issued to Employees".  SFAS No. 123 (R) focuses primarily on the
accounting for transactions in which an entity obtains employee services
in share-based payment transactions.  SFAS No. 123 (R) requires companies
to recognize in the statement of operations the cost of employee services
received in exchange for awards of equity instruments based on the grant-
date fair value of those awards (with limited exceptions).  SFAS No.
123 (R) is effective as of the first interim or annual reporting
period that begins after June 15, 2005 for non-small business issuers and
after December 15, 2005 for small business issuers.  Accordingly, the
Company will adopt SFAS No. 123 (R) in its quarter ending March 31, 2006.
The Company is currently evaluating the provisions of SFAS No. 123 (R)
and has not yet determined the impact, if any, that SFAS No. 123
(R) will have on its financial statement presentation or disclosures.

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.


                                            8

<PAGE>

                          BOULEVARD ACQUISITION CORPORATION
                             (A DEVELOPMENT STAGE COMPANY)
                             NOTES TO FINANCIAL STATEMENTS
                               AS OF DECEMBER 31, 2004


(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, 2004 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).


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