UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                   FORM 10-QSB


                  QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF
                       THE SECURITIES EXCHANGE ACT OF 1934
                FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2002


                         Commission File Number 0-14096

                              Foreland Corporation
         ---------------------------------------------------------------
        (Exact name of small business issuer as specified in its charter)

                                     Nevada
          -------------------------------------------------------------
         (State or other jurisdiction of incorporation or organization)

                                   87-0422812
                       ----------------------------------
                      (I.R.S. Employer Identification No.)

                              2561 South 1560 West
                                Woods Cross, Utah
                    ---------------------------------------
                    (Address of principal executive offices)

                                 (801) 298-9886
                            -------------------------
                           (Issuer's telephone number)

                                       n/a
              ---------------------------------------------------
              (Former name, former address and former fiscal year,
                         if changes since last report)



         State the number of shares outstanding of each of the issuer's classes
of common equity, as of the latest practicable date. As of November 13, 2002,
issuer had 9,875,894 shares of issued and outstanding common stock, par value
$0.001.

         Transitional Small Business Disclosure Format: Yes [ ] No [X]

<PAGE>
<TABLE>
<CAPTION>
                          PART I--FINANCIAL INFORMATION

                          ITEM 1. FINANCIAL STATEMENTS

                    September 30, 2002 and December 31, 2001

                                 Balance Sheets


                                     ASSETS

                                                                               September 30,       December 31,
                                                                                    2002              2001
                                                                                (Unaudited)
                                                                            ------------------  ------------------
<S>                                                                         <C>                 <C>
CURRENT ASSETS

   Cash                                                                     $            20,80  $                -
   Prepaid expenses                                                                          -               2,165
   Lease sale receivable                                                                     -             121,615
   Inventory - pipe                                                                     42,395              42,395
                                                                            ------------------  ------------------
     Total Current Assets                                                               63,203             166,175
                                                                            ------------------  ------------------
LONG-TERM ASSETS

   Office equipment, net                                                                 4,303               3,970
   Unproved oil and gas properties                                                      15,963              20,693
   Deposits                                                                             75,330              75,000
                                                                            ------------------  ------------------
     Total Long-Term Assets                                                             95,596              99,663
                                                                            ------------------  ------------------
     Total Assets                                                           $          158,799  $          265,838
                                                                            ==================  ==================


                       The accompanying notes are an integral part of these financial statements.

                                                            2
<PAGE>
<CAPTION>
                                              FORELAND CORPORATION
                                           Balance Sheets (Continued)


                                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

                                                                               September 30,       December 31,
                                                                                    2002              2001
                                                                                (Unaudited)
                                                                            ------------------  ------------------
<S>                                                                         <C>                 <C>
CURRENT LIABILITIES

   Checks issued in excess of cash in bank                                  $                -  $           14,721
   Accounts payable                                                                    529,540             547,533
   Notes payable                                                                       600,000             600,000
   Notes payable - related party                                                        30,000              36,000
   Interest payable                                                                     85,050              52,200
   Interest payable - related party                                                          -                 720
   Officers' salaries - related parties                                                 37,200              37,200
                                                                            ------------------  ------------------
     Total Current Liabilities                                                       1,281,790           1,288,374
                                                                            ------------------  ------------------
COMMITMENTS AND CONTINGENCIES

STOCKHOLDER'S EQUITY (DEFICIT)

   Convertible preferred stock, $0.001 par value, 5,000,000
     shares authorized; 407,243 shares issued and outstanding                              407                 407
   Common stock, $0.01 par value, 50,000,000 shares
     authorized; 9,875,894 shares issued and outstanding                                 9,876               9,876
   Additional paid-in capital                                                       39,322,891          39,322,891
   Accumulated deficit                                                             (40,456,165)        (40,355,710)
                                                                            ------------------  ------------------
     Total Stockholders' Equity (Deficit)                                           (1,122,991)         (1,022,536)
                                                                            ------------------  ------------------
     TOTAL LIABILITIES AND STOCKHOLDERS'
      EQUITY (DEFICIT)                                                      $          158,799  $          265,838
                                                                            ==================  ==================

                   The accompanying notes are an integral part of these financial statements.

                                                        3
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                              FORELAND CORPORATION
                                            Statements of Operations
                                                   (Unaudited)



                                             For the Three Months Ended          For the Nine Months Ended
                                                    September 30,                        September 30,
                                        ----------------------------------  --------------------------------------
                                               2002             2001                2002                2001
                                        ----------------   ---------------  ------------------  ------------------
<S>                                     <C>                <C>              <C>                 <C>
REVENUE

   Prospect revenue                     $              -   $         6,840  $                -  $          117,280
   Gain on sale of undeveloped
     leaseholds                                   68,107                 -             182,180                   -
                                        ----------------   ---------------  ------------------  ------------------
       Total Revenue                              68,107             6,840             182,180             117,280
                                        ----------------   ---------------  ------------------  ------------------

EXPENSES

   Oil exploration                                     -            30,524                   -              63,156
   General and administrative                     65,209            26,415             218,722              73,194
   Depreciation and amortization                     859             1,260               2,257               2,520
                                        ----------------   ---------------  ------------------  ------------------
     Total Expenses from
      Operations                                  66,068            58,199             220,979             138,870
                                        ----------------   ---------------  ------------------  ------------------
INCOME (LOSS) BEFORE OTHER
 INCOME (EXPENSE)                                  2,039           (51,359)            (38,799)            (21,590)
                                        ----------------   ---------------  ------------------  ------------------
OTHER INCOME (EXPENSE)

   Interest income                                   330               555                 848               1,171
   Interest expense                              (20,709)          (14,250)            (62,504)            (28,500)
                                        ----------------   ---------------  ------------------  ------------------
     Total Other Income (Expense)                (20,379)          (13,695)            (61,656)            (27,329)
                                        ----------------   ---------------  ------------------  ------------------

NET LOSS                                         (18,340)          (65,054)           (100,455)            (48,919)

   Preferred stock dividend                      (85,680)          (68,250)           (257,040)            (68,250)
                                        ----------------   ---------------  ------------------  ------------------
NET LOSS APPLICABLE
 TO COMMON STOCKHOLDERS                 $       (104,020)  $      (133,304) $         (357,495) $         (117,169)
                                        ================   ===============  ==================  ==================
LOSS PER SHARE
 OF COMMON STOCK                        $          (0.01)  $         (0.01) $            (0.04) $            (0.01)
                                        ================   ===============  ==================  ==================

WEIGHTED AVERAGE COMMON
 SHARES OUTSTANDING                            9,875,894         9,742,323           9,875,894           9,742,323
                                        ================   ===============  ==================  ==================

                   The accompanying notes are an integral part of these financial statements.

                                                       4
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                              FORELAND CORPORATION
                                            Statements of Cash Flows
                                                   (Unaudited)

                                                                                  For the Nine Months Ended
                                                                                         September 30,
                                                                            --------------------------------------
                                                                                    2002                 2001
                                                                            ------------------  ------------------
<S>                                                                         <C>                 <C>
CASH FLOWS FROM OPERATING ACTIVITIES

   Net loss                                                                 $         (100,455) $          (48,919)
   Depreciation and amortization                                                         2,257               2,520
   Changes in operating assets and liabilities                                         142,317             (57,701)
                                                                            ------------------  ------------------
     Net Cash Provided by (Used in) Operations                                          44,119            (104,100)
                                                                            ------------------  ------------------
CASH FLOWS FROM INVESTING ACTIVITIES

   Purchase of fixed assets                                                             (2,590)                  -
                                                                            ------------------  ------------------
     Net Cash Used in Investing Activities                                              (2,590)                  -
                                                                            ------------------  ------------------
CASH FLOWS FROM FINANCING ACTIVITIES

   Proceeds from note payable                                                                -              10,000
   Repayment of note payable                                                            (6,000)                  -
   Repayment of cash overdraft                                                         (14,721)                  -
                                                                            ------------------  ------------------
     Net Cash Provided by (Used in) Financing Activities                               (20,721)             10,000
                                                                            ------------------  ------------------
INCREASE (DECREASE) IN CASH                                                             20,808            (94,100)

CASH, BEGINNING OF PERIOD                                                                    -              98,298
                                                                            ------------------  ------------------
CASH, END OF PERIOD                                                         $           20,808  $            4,198
                                                                            ==================  ==================

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

   Cash paid for interest                                                   $            2,880  $                -
   Cash paid for income taxes                                               $                -  $                -

SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING
 AND FINANCING ACTIVITIES

   Options for debt                                                         $                -  $          546,737

                   The accompanying notes are an integral part of these financial statements.

                                                     5
</TABLE>
<PAGE>

                              FORELAND CORPORATION
                        Notes to the Financial Statements
                           September 30, 2002 and 2001

NOTE 1 - CONDENSED FINANCIAL STATEMENTS

         The accompanying financial statements have been prepared by the Company
         without audit.  In the opinion of management,  all  adjustments  (which
         include only normal recurring  adjustments) necessary to present fairly
         the  financial  position,  results  of  operations  and  cash  flows at
         September  30,  2002 and 2001 and for all periods  presented  have been
         made.

         Certain  information  and  footnote  disclosures  normally  included in
         financial statements prepared in accordance with accounting  principles
         generally  accepted in the United States of America have been condensed
         or omitted. It is suggested that these condensed  financial  statements
         be read in conjunction with the financial  statements and notes thereto
         included  in  the  Company's   December  31,  2001  audited   financial
         statements.  The results of operations  for the period ended  September
         30,  2002 and  2001 are not  necessarily  indicative  of the  operating
         results for the full years.

NOTE 2 - GOING CONCERN

         The  Company's  financial  statements  are  prepared  using  accounting
         principles   generally   accepted  in  the  United  States  of  America
         applicable to a going concern which  contemplates  the  realization  of
         assets and liquidation of liabilities in the normal course of business.
         The Company does not have  significant  cash or other material  assets,
         nor does it have an established source of revenues  sufficient to cover
         its operating costs and to allow it to continue as a going concern. The
         ability of the Company to continue as a going  concern is  dependent on
         the Company  obtaining  adequate capital to fund operating losses until
         it becomes  profitable.  If the  Company  is unable to obtain  adequate
         capital, it could be forced to cease operations.

         In order to continue as a going concern,  develop a reliable  source of
         revenues, and achieve a profitable level of operations the Company will
         need, among other things,  additional capital  resources.  Management's
         plans to continue as a going concern include seeking additional capital
         and pursuing its oil exploration  through funding by outside investors.
         However, management cannot provide any assurances that the Company will
         be successful in accomplishing any of its plans.

         The ability of the Company to continue as a going  concern is dependent
         upon its ability to successfully  accomplish the plans described in the
         preceding  paragraph and  eventually  secure other sources of financing
         and attain profitable operations. The accompanying financial statements
         do not include any  adjustments  that might be necessary if the Company
         is unable to continue as a going concern.

                                       6
<PAGE>

        ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Foreland's Current Precarious Financial Condition

         Foreland is suffering from extreme shortages of working capital, due or
past due current liabilities, and the need for substantial amounts of additional
investment, strategic alliances or a sale, merger or reorganization involving
all or portions of its business and operations.

         o        Foreland Has Substantial Working Capital and Stockholders'
                  Deficits. As of September 30, 2002, Foreland had current
                  assets of $63,203 and current liabilities of $1,281,790, for a
                  working capital deficit of $1,218,587. In addition, as of such
                  date, Foreland had total assets of $158,799 and total
                  liabilities of $1,281,790 for a stockholders' deficit of
                  $1,122,991. As of September 30, 2002, Foreland had an
                  accumulated deficit of approximately $40.5 million.

         o        Many of Foreland's Obligations Are Substantially Past Due. Of
                  Foreland's $1,281,790 in current liabilities as of September
                  30, 2002, over $682,000 were substantially past due. Payment
                  of an additional $600,000, plus interest, due Petro Source and
                  acquired by CHL has been deferred under Foreland's agreement
                  with CHL. Three creditors with claims aggregating $458,000 at
                  September 30, 2002, have obtained judgments against Foreland.
                  See Part II, Item 1. Legal Proceedings.

         o        Foreland Has No Revenue or Cash. Other than funds advanced
                  under terms of the CHL agreement, Foreland has little cash or
                  other financial resources and no revenue from operations or
                  other activities, but must rely on raising additional capital
                  to pay creditors.

         o        Foreland Has Very Limited Assets on which To Base a Financial
                  Recovery. As a result of the voluntary surrender of the
                  collateral securing its indebtedness and the CHL agreement,
                  Foreland's remaining assets consist of the option to reacquire
                  the database and key leases and miscellaneous pipe and
                  equipment.

         o        Foreland Has No Liquidity or Cash with which To Reactivate. As
                  a result of the voluntary surrender of the collateral securing
                  its indebtedness, Foreland's only ability to generate revenues
                  is through finding a drilling partner for one or all of its
                  Nevada prospects now owned by CHL, and upon successful
                  drilling, exercising its option to reacquire the leases and
                  database. Absent the CHL funding, Foreland has insufficient
                  cash to maintain its exploration leaseholds, pay its
                  personnel, satisfy claims of creditors, or undertake oil and
                  gas exploration.

         o        Foreland's Audit Report for the Year Ended December 31, 2001,
                  Contains a Going Concern Explanatory Paragraph. Foreland's
                  independent auditor's report on the December 31, 2001
                  financial statements, as for preceding fiscal years, contains
                  an explanatory paragraph that indicates there is substantial
                  doubt as to Foreland's ability to continue as a going concern.

         o        Possible Inability To Continue. As a result of all of the
                  foregoing, Foreland urgently needs additional capital, but
                  because of its precarious condition and limited assets, may be
                  unable to attract any capital or sufficient capital to
                  continue.

Results of Operations

         Quarters ended September 30, 2002 and 2001

         During the quarter ended September 30, 2002, Foreland reported revenue
of $68,107, resulting principally from the sale of undeveloped leaseholds, which
represented a significant increase from the $6,840 received in the previous
year, during which Foreland had revenue from the sale of geological and
geophysical information and payments related to its Nevada Exploration Agreement
with Farakel Company.

                                       7
<PAGE>

         Total expenses from operations were approximately $66,068 for the
quarter ended September 30, 2002, as compared to $58,199 during the same period
in the preceding fiscal year. The increase during the 2002 interim period is due
principally to a an increase in general and administrative expenses in the three
months ended September 30, 2002, as compared to the same period in 2001.

         After accrual of a dividend on preferred stock of $85,680, for the
quarter ended September 30, 2002, Foreland reported a net loss applicable to
common stockholders of $104,020, as compared to a loss of $133,304 for the
quarter ended September 30, 2002. The dividend on preferred stock is accrued for
financial reporting purposes, but not paid.

         Nine Months Ended September 30, 2002 and 2001

         During the nine months ended September 30, 2002, Foreland reported
revenue of $182,180, resulting from the sale of undeveloped leaseholds, which
represented a slight decrease from the $117,280 received in the previous year,
during which Foreland had revenue from the sale of geological and geophysical
information and payments related to its Nevada Exploration Agreement with
Farakel Company.

         Total expenses from operations were approximately $220,979 for the nine
months ended September 30, 2002, as compared to $138,870 during the same period
in the preceding fiscal year. The increase during the 2002 interim period is due
principally to an increase in general and administrative expenses in the nine
months ended September 30, 2002, as compared to the same period in 2001, which
more than offset the $63,156 decrease in oil exploration expenses in the later
period.

         After accrual of a dividend on preferred stock of $257,040 [Why so
high?/Explain], for the nine months ended September 30, 2002, Foreland reported
a net loss applicable to common stockholders of $357,495, as compared to a loss
of $117,169 for the nine months ended September 30, 2001. The dividend on
preferred stock is accrued for financial reporting purposes, but not paid.

Liquidity and Capital Resources

         2002 Activities

         Operating activities provided $44,119 in cash during the nine months
ended September 30, 2002, as compared to requiring $104,100 in cash required
during the same period 2001, principally due to changes in operating assets and
liabilities. Investing activities did not materially affect the use of cash
during either of the nine-month periods ended September 30, 2002 or 2001.
Financing activities required cash of $20,721 in the nine-months ended September
30, 2002, to cover a bank overdraft and repay a note payable, while financing
activities provided $10,000 from borrowings in the nine months ended September
30, 2001.

         Current and Future Requirements

         As of September 30, 2002, Foreland had current liabilities of
$1,281,790, with current assets of only $63,203, for a working capital deficit
of $1,218,587. Current liabilities include an aggregate of $458,000 due on
judgments obtained by creditors and a $600,000 plus interest, note due to CHL as
successor to the Petro Source settlement. Foreland will seek to negotiate the
continued forbearance, compromise, partial forgiveness, extension or other
resolution of all or a portion of the above claims. Nevertheless, Foreland
expects that a significant amount of cash will be required to reach any
accommodation with these creditors. Foreland cannot assure that it will be
successful in its efforts to reach a satisfactory resolution of these claims or
raise the cash required to pay any amounts that may be agreed to.

                                       8
<PAGE>

         In some instances, Foreland may seek to satisfy creditors' claims by
issuing securities, which would dilute the interests of existing stockholders.

         In March 2002, effective December 2001, Foreland sold its major assets
with a buyback option, to allow it an additional year to get the prospects
drilled. Under such an arrangement, Foreland would attempt to negotiate for its
share of costs to be paid by the other participants, retaining a minority
interest in the venture. Alternatively, Foreland may seek to raise funds through
the sale of equity or debt securities to provide its share of drilling funds and
for other corporate purposes. Foreland does not expect that it will be able to
obtain any additional financing from any source unless and until it is able to
reach agreements acceptable to investors with its various creditors so that
substantially all new money invested will be available for Nevada exploration
and not exposed to claims of current creditors. Foreland cannot predict the
amount of money that may be required to obtain the forbearance or compromise of
the claims of its existing creditors with claims aggregating approximately
$1,220,388. There is no assurance that Foreland will be successful in
accomplishing these tasks. Foreland's current requirements for general and
administrative expenses for 2002 are being advanced monthly by CHL.

         Foreland is currently seeking additional capital through the sale of
securities to fund compromises of claims of creditors as well as future
operations. Any such sales to obtain the capital required would substantially
dilute the interests of current stockholders.

         Because of its financial condition and the nature and amount of its
creditors' claims, Foreland may be susceptible to an involuntary petition under
the Bankruptcy Act seeking Foreland's liquidation. In addition, if Foreland is
unable to reach satisfactory accommodations with its creditors or immediately
obtain urgently required capital, it may be forced to seek protection under
Chapter 11 of the Bankruptcy Act while it seeks to reorganize its assets and
liabilities.

Inflation

         Foreland's activities have not been, and in the near term are not
expected to be, materially affected by inflation or changing prices in general.
Foreland's oil exploration and production activities are generally affected by
prevailing sales prices for oil and the recent significant decreases in oil
prices have caused some activities to be uneconomic.

                         ITEM 3. CONTROLS AND PROCEDURES

         Foreland maintains a system of internal controls and procedures
designed to provide reasonable assurance as to the reliability of its financial
statements and other disclosures included in this report. Foreland's board of
directors provides oversight to its financial reporting process.

         Within the 90-day period prior to the date of this report, Foreland
evaluated the effectiveness of the design and operation of its disclosure
controls and procedures pursuant to Rule 13a-14 of the Securities Exchange Act
of 1934. Based upon that evaluation, Foreland's Chief Executive Officer and
Chief Financial Officer concluded that its disclosure controls and procedures
are effective in alerting him in a timely manner to material information
relating to Foreland required to be included in this quarterly report on Form
10-QSB.

         There have been no significant changes in Foreland's internal controls
or in other factors that could significantly affect internal controls subsequent
to the date that it carried out its evaluation and there were no corrective
actions regarding significant deficiencies or material weaknesses.

                                       9
<PAGE>

                           PART II--OTHER INFORMATION

                            ITEM 1. LEGAL PROCEEDINGS

         Three trade creditors have judgments against Foreland in the aggregate
amount of $445,000 for services and materials provided in connection with its
Nevada exploration and drilling activities as follows: Halliburton Energy
Services, Inc. by the District Court, Jefferson County, Colorado, in the amount
of $53,000; Grant Geophysical Corp. by the United States District Court for the
Southern District of Texas, Houston Division, in the amount of $375,000; and
Spidle Sales and Service, Inc., by the Eighth Judicial District Court, Uintah
County, Utah, in the amount of $17,000.

         A former employee of Foreland Refining Corporation, a former
subsidiary, filed suit against it and Foreland Corporation for breach of his
employment agreement with such subsidiary, claiming the company owes
approximately one year's pay. William Adair v. Foreland Corporation, et al.,
case no. CV0012192, in the Seventh Judicial District Court of Nevada for White
Pine County. The suit is deemed frivolous insofar as it involves Foreland
because the employee was terminated by the subsidiary after all of the stock of
such subsidiary was surrendered to E.I.F.

         On April 3, 2002, Foreland filed its answer to the complaint in the
matter entitled Royal Surplus Lines Insurance v. Foreland Corporation,
Gallagher-Braniff, Inc., and John Does, civil no. 1:02CV00022J, filed in the
United States District Court for the District of Utah. Royal Surplus Lines
Insurance seeks to recover a $100,000 payment allegedly made by mistake pursuant
to an insurance policy issued to Foreland. Foreland asserted that the payment
was not made to it or for its benefit. Upon Foreland's motion, this claim
against Foreland has been dismissed with prejudice.

         Other than the matters set forth above, Foreland is not a party to any
material proceeding, and none has been threatened by or, to the best of
Foreland's knowledge, against Foreland.

                          ITEM 2. CHANGES IN SECURITIES

         None

                     ITEM 3. DEFAULTS UPON SENIOR SECURITIES

         Cumulative dividends on 200,000 preferred shares, payable at 12% per
year, if, as, and when declared by the board of directors, have not been paid.

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

         None.

                            ITEM 5. OTHER INFORMATION

         None.

                                       10
<PAGE>

                    ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

         (a)      Exhibits: The following exhibits are included as part of this
report at the location indicated:

            SEC
Exhibit  Reference
 Number    Number            Title of Document                      Location
---------  -------- --------------------------------------------- --------------
Item 99             Certifications
---------  -------- --------------------------------------------- --------------
99.01        99     Certification Pursuant to 18 U.S.C. Section     This filing
                    1350,  as adopted Pursuant to Section 906
                    of the Sarbanes-Oxley Act of 2002
                    (Chief Executive Officer)
99.02        99     Certification Pursuant to 18 U.S.C. Section     This filing
                    1350,  as adopted Pursuant to Section 906
                    of the Sarbanes-Oxley Act of 2002
                    (Chief Financial Officer)

         (b)      Reports on Form 8-K: During the quarter ended September 30,
2002, we did not file any reports on Form 8-K.

                                       11
<PAGE>

                                   SIGNATURES

         In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                  FORELAND CORPORATION


Date: November 14, 2002           By /s/ Bruce C. Decker
                                     -------------------------------------------
                                     Bruce C. Decker, President
                                     (Principal Executive and Financial Officer)

                                       12
<PAGE>

                                  CERTIFICATION

         I, Bruce C. Decker, certify that:

         1. I have reviewed this quarterly report on Form 10-QSB of Foreland
Corporation;

         2. Based on my knowledge, this quarterly 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
quarterly report;

         3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly 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 quarterly report;

         4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we 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 us by others within those entities, particularly
during the period in which this quarterly 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 date of this
quarterly report (the "Evaluation Date"); and

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

         5. The registrant's other certifying officers and I have disclosed,
based on our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):

         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; and

         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. The registrant's other certifying officers and I have indicated in
this quarterly 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 our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.

Date: November 14, 2002


/s/ Bruce C. Decker
--------------------------------
Bruce C. Decker
Principal Executive Officer

                                       13
<PAGE>

                                  CERTIFICATION

         I, Bruce C. Decker, certify that:

         1. I have reviewed this quarterly report on Form 10-QSB of Foreland
Corporation;

         2. Based on my knowledge, this quarterly 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
quarterly report;

         3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly 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 quarterly report;

         4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we 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 us by others within those entities, particularly
during the period in which this quarterly 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 date of this
quarterly report (the "Evaluation Date"); and

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

         5. The registrant's other certifying officers and I have disclosed,
based on our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):

         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; and

         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. The registrant's other certifying officers and I have indicated in
this quarterly 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 our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.

Date: November 14, 2002


/s/ Bruce C. Decker
----------------------------
Bruce C. Decker
Principal Financial Officer

                                       14