SECURITIES AND EXCHANGE COMMISSION
               Washington, D.C. 20549

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

          For the quarterly period ended
                   March 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   0-31397

          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 March 31, 2002

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


        PART I -- FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

         FORWARD ACQUISITION CORPORATION
           (A Development Stage Company)
                As of March 31, 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 three   For the three  March24,1999
             Months Ended    Months ended   (Inception)to
             March 31,2002   March 31,2001  March 31,2002

<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 March 31, 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      -           -          -             -            -
March 31, 2002         -           -          -             -            -
                    -------     -------    -------      ---------     --------

BALANCE AT
March 31, 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
                           March 31, 2002      March 31, 2001     March 31, 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 March 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, 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 March 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 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

  --  Certificate of Incorporation filed as an exhibit to the
Company's registration statement on Form 10-SB which is
incorporated herein by reference.

--  By-Laws filed as an exhibit to the Company's registration
statement on Form 10-SB which is incorporated  herein by reference.

--  Lock up agreement filed as an exhibit to the Company's
registration statement on Form 10-SB which is incorporated
herein by reference.

--  Agreement with Rock Creek Capital Corporation filed as an
exhibit to the Company's registration statement on Form 10-SB
which is incorporated herein by reference.

     (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: May 14, 2002