SECURITIES AND EXCHANGE COMMISSION
               Washington, D.C. 20549

                    FORM 10-QSB/A
(Mark One)
[X]              QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
                   OF THE SECURITIES EXCHANGE ACT OF 1934

          For the quarterly period ended
                   June 30, 2002
or

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

          Commission file number   0-31397

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

         Delaware                                     52-2257552
(State or other jurisdiction of             (I.R.S. Employer incorporation
         organization)                       Or Identification No.)

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

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

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

                    Yes   X                  No

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

            Class                              Outstanding at June 30, 2002
Common Stock, par value $0.0001                   1,000,000



This amendment corrects a typographical error in the
date of certification from the report earlier filed.

<PAGE>




        PART I -- FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

         FORWARD ACQUISITION CORPORATION
           (A Development Stage Company)
                As of June 30, 2002
                    (Unaudited)
<TABLE>
<CAPTION>
                       ASSETS
<S>
                                  <C>
Cash
                                  $ 100
                                    --------
TOTAL ASSETS
                                   $ 100
                                    ========

LIABILITIES AND STOCKHOLDER'S EQUITY

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

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

Total Stockholder's Equity            100

                                     -------
TOTAL LIABILITIES AND
   STOCKHOLDER'S EQUITY               $100
                                      ======
</TABLE>
   See accompanying notes to financial statements

<PAGE>

              FORWARD ACQUISITION CORPORATION
               (A Development Stage Company)
                  Statement of Operations
                        (Unaudited)
<TABLE>
<CAPTION>
             For the six     For the six    March24,1999
             Months Ended    Months ended   (Inception)to
             June 30,2002    June 30,2001   June 30,2002

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

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

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

      See accompanying notes to financial statements


<PAGE>

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

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

Fair value of
expenses contributed   -           -         535           -            535

Net loss for the periods ended:

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

BALANCE AT
June 30, 2002     1,000,000     $ 100      $535         $ (535)        $ 100
==============     =========    ======     =======      =========     ========
</TABLE>
            See accompanying notes to financial statements
<PAGE>

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

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

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

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

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

NOTE 1      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(A) Organization and Business Operations

Forward Acquisition Corporation (a development stage company)
("the Company") was incorporated in Delaware on March 30, 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 June 30, 2002, the Company had not
yet commenced any formal business operations, and all activity to
date relates to the Company's formation.  The Company's fiscal year
end is December 31.

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

(B) Use of Estimates

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

(C) Cash and Cash Equivalents

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

(D) Income Taxes

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

(E) New Accounting Pronouncements

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

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

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

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

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

NOTE 2      STOCKHOLDER'S EQUITY

(A) Preferred Stock

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

(B) Common Stock

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

(C) Additional Paid-In Capital

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

NOTE 3      AGREEMENT

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

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

NOTE 4      RELATED PARTIES

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


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

     The Company was formed to locate and negotiate with a business
entity for the combination of that target company with the Company.
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 as part of the business combination or at specified times
thereafter.

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

          PART II -- OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

     There are no legal proceedings against the Company and the
Company is unaware of such proceedings contemplated against it.

ITEM 2.  CHANGES IN SECURITIES

     Not applicable.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

     Not applicable.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF
            SECURITY HOLDERS

     Not applicable.

ITEM 5.  OTHER INFORMATION

     Not applicable.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

     (a)     Exhibits

     There are no exhibits required to be filed with this
quarterly report.

     (b)     Reports on Form 8-K

     There were no reports on Form 8-K filed by the Company during the
quarter.


                  SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.


          FORWARD ACQUISITION CORPORATION

          By:   James M. Cassidy
                   /s/ President

          Dated: August 12, 2002

<PAGE>
                 CERTIFICATION



     By execution below, the Chief Executive Officer and the Chief
Financial Officer hereby certify that the Quarterly Report on Form
10-QSB for the period ending June 30, 2002 fully complies
with the requirements of Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 and the information contained in such
periodic report fairly presents, in all material respects, the financial
condition and results of operations of the registrant.




            By:  /s/ James M. Cassidy
            Chief Executive Officer
            Dated: August 12, 2002


            By:  /s/ James M. Cassidy
            Chief Financial Officer
            Dated: August 12, 2002