FORM 10-KSB

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

(Mark One)

[x]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED

     DECEMBER 31, 2002

     OR

[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
     SECURITIES EXCHANGE ACT OF 1934

     [NO FEE REQUIRED] for the transition period from

                       Commission file number: 000-30007

                           NORTHBOROUGH HOLDINGS, INC
                (Name of small business issuer in its charter)

        COLORADO                  000-30007                 050508624
     ---------------         ---------------------     -------------------
       (State of             (Commission File No.)     (IRS Employer ID No.)
     Incorporation)

                                 56 Pine Street
                              Providence, RI 02903
                                  401-272-5800
               --------------------------------------------------
                    (Address of Principal Executive Offices)

                             NADEAU & SIMMONS, P.C.
                                 56 Pine Street
                             PROVIDENCE, RI  02903
                                  401-272-5800
               --------------------------------------------------
                     (Name and Address of agent for service)
<PAGE>

Securities registered pursuant to Section 12(b) of the Securities
Exchange Act:

Title of each class               Name of each exchange
                                  on which registered

Not Applicable                    NONE

Securities registered pursuant to section 12(g) of the Securities
Exchange Act:

COMMON STOCK,
PAR VALUE $ 0.001 PER SHARE       NASD

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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 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:

     $ 503,516

As of December 31, 2002, 1,200,000 shares of the issuer's Common Stock
were outstanding.




<PAGE>

DOCUMENTS INCORPORATED BY REFERENCE:


The following documents are following by reference into the annual
report:


(a)-1. The Company's Form 10-QSB, filed March 5, 2003 for the
      nine months ending September 30, 2002;

all other reports filed pursuant to section 13(a) or 15(d) since the end of
the period covered by the above reports.


(a)-2. All documents filed by the Company pursuant to Section 13(a), 13(c), 14
or 15(d) of the Securities Exchange Act of 1934, as amended, subsequent to the
date hereof and prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold or which
de-registers all securities covered hereby then remaining unsold shall be
deemed to be incorporated by reference herein and to be a part hereof from the
date of filing of such documents, except as to any portion of any future
Annual or Quarterly Report to Stockholders which is deemed to be modified or
superseded for purposes of this Registration Statement to the extent that such
statement is replaced or modified by a statement contained in a subsequently
dated document incorporated by reference or contained in this Registration
Statement.

(a)-3 The description of the Company's common stock which is contained in the
Form 10SB12G, Registration Statement filed under Section 12 of the Securities
Exchange Act of 1934, including any amendments or reports filed for the
purpose of updating such description.


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






<PAGE> 1

                                     PART I

                        ITEM 1. DESCRIPTION OF BUSINESS

----------------------------------------------------------------------------
                        IMPORTANT FACTORS RELATED TO
               FORWARD-LOOKING STATEMENTS AND ASSOCIATED RISKS
----------------------------------------------------------------------------
The statements contained in this registration statement that are not purely
historical are forward-looking statements within the meaning of Section 27A
of the Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended, including statements regarding the Company's
expectations, hopes, intentions or strategies regarding the future. All
forward-looking statements included in this document are based on information
available to the Company on this date, and the Company assumes no obligation
to update any such forward-looking statements. It is important to note that
the Company's actual results could differ materially from those in such
forward-looking statements. Among the factors that could cause actual results
to differ materially are the risk factors that may be listed from time to time
in the Company's reports on Form 10-QSB, 10-KSB and registration statements
filed under the Securities Act.

Forward-looking statements encompass the following:

-  expectation that the Company can secure additional capital;
-  continued expansion of the Company's operations through joint ventures and
   acquisitions;
-  success of existing and new marketing initiatives undertaken by the Company;
   and
-  success in controlling the cost of services provided and general
   administrative expenses as a percentage of revenues.

The forward-looking statements included in this document are based on current
expectations that involve a number of risks and uncertainties.  These
forward-looking statements were based on assumptions that:

-  the Company would continue to expand;
-  capital will be available to fund the Company's growth at a reasonable
   cost;

<PAGE> 2

-  competitive conditions within the industry would not change materially
   or adversely;
-  demand for the Company's services would remain strong;
-  there would be no material adverse change in the Company's operations
   or business; and
-  changes in laws and regulations or court decisions will not adversely or
   significantly alter the operations of the Company.

Assumptions relating to the above statements involve judgments with respect
to future economic, competitive, regulatory and market conditions, and future
business decisions, all of which are difficult or impossible to predict
accurately and many of which are beyond the control of the Company.  Although
the Company believes that the assumptions underlying the forward-looking
statements are reasonable, any of the assumptions could prove inaccurate and,
therefore, there can be no assurance that the forward-looking information
will prove to be accurate.

In light of the significant uncertainties inherent in the forward-looking
information included in this document, the inclusion of such information
should not be regarded as a representation by the Company or any other person
that the objectives or plans of the Company will be achieved.


                              BUSINESS DESCRIPTION

Northborough Holdings, Inc. ("Northborough" or the "Company"), through its
wholly owned subsidiaries Northborough Capital Partners, LLC, a Rhode
Island limited liability company ("Capital"), Northborough Realty Holdings,
LLC, a Rhode Island limited liability company ("Realty") and Northborough
Recovery Services, LLC, a Rhode Island limited liability company ("Recovery")
is seeking to expand its operations and take advantage of what it sees as a
burgeoning opportunity in the non-performing loan and distressed asset market.
After six (6) years of operation by Capital, the Company's management has
established and shown the expertise necessary to remain consistently
profitable and obtain above market rates of return on equity invested in
non-performing commercial and residential loans. Since its inception in 1996,
Capital has essentially been run on a part time basis by its officers. However,
the Company sees significant opportunities with the slowing economy causing
loan defaults to rise.

<PAGE> 3

The looming credit problems facing the banks and other financial
institutions is resulting in increased inventory of non-performing loan
obligations. With the extensive experience of its officers, established
both through the operations of the Company and their individual work
experiences, the Company seeks to become a leader in the acquisition of
non-performing and sub-performing loan obligations. By increasing its available
capital and solidifying the Company's infrastructure through investments in
technology and personnel as demand justifies, the Company believes it is
poised to take advantage of the coming market.  Given the dramatic increase
in inventory and the financial institutions' willingness to quickly rid
themselves of these non performing obligations and improve their balance
sheets, the Company sees the coming twenty-four (24) month period as perhaps
the best time for its business since the early to mid 1990's.

History

Background and Company Strategy

-	Northborough is a holding company formed to engage directly in
      financial services and to own all of the membership interests of
      Capital and Realty (collectively sometimes referred to as the
      "Subsidiaries").

-     Capital focuses primarily on the acquisition, management and/or
      liquidation of non-performing loan portfolios ("Asset Portfolios"),
      individual non-performing and under-performing loans ("Assets") and
      distressed real estate, securities and other properties for its own
      account, and to manage for third party investors.

-     Realty and Recovery are realty holding companies that perform the role
      of acquiring and owing real estate, which was the collateral securing
      the non-performing loans held by Capital, and to acquire directly by
      purchase real property.

Capital began operations on May 29, 1996, Recovery was formed on December 18,
1998 and Realty was formed on July 11, 2001.  The officers are currently the
same individuals for all three companies and they have extensive experience
in the areas of banking, real estate, law and acquisition and management of
commercial loans, loan portfolios and real estate.  Further details with regard
to their experience is set forth in the section below-entitled "Management".
<PAGE> 4

The Company is seeking, identifying and developing business lines which will
produce above average, risk adjusted returns.  Northborough is engaged in
due diligence to locate Asset Portfolios and Assets for its own acquisition
or by joint venture with other well-capitalized partners.

Having received "clearance" from the Securities and Exchange Commission ("SEC")
on a registration statement filed to allow the Company to become a fully
reporting registrant as defined by Section 12 of the Securities Exchange Act
of 1934 (the "Exchange Act"), the Company is seeking additional capital in the
form of a sale of equity and/or debt through lines of credit in order to
execute its growth  strategy.   The Company is considering making application
to the National Association of Securities Dealers ("NASD") later this year to
allow its common stock to be traded on the NASD monitored Over-the-Counter
Electronic Bulletin Board ("OTC:BB").

The primary business of the Company through its Capital subsidiary involves
acquiring Asset Portfolios and Assets at a substantial discount to face value
and resolving them to obtain a maximum recovery. The Company will also be
involved in some highly selective commercial mortgage lending. The Company,
through its Realty subsidiary, also engages in the acquisition, development,
re-development, leasing and managing of commercial real estate.

The Company expects to become a major presence in the Northeastern United
States in these and related areas in the next one (1) or two (2) years and will
expand operations to the South and Southwest over the next three (3) years.

The Company plans to expand its infrastructure so that it will have the
ability to service a larger organization than its current size.  The current
officers and staff's extensive experience in distressed loan acquisitions, asset
management, real estate lending and development is very significant.  However,
by solidifying its infrastructure and information processing abilities, the
Company will set itself on a course to become a national presence in the
non-performing debt and real estate market.

The Company will focus its efforts on the following fronts:

Asset Management

The Company's  primary business (through its Capital subsidiary)is the
acquisitions on management of Assets and Asset Portfolios consisting of
<PAGE> 5

distressed loans secured by real estate and other collateral.  The market for
distressed loans had been somewhat reduced in the late 1990's due to
strengthening financial institutions and real estate markets.  However, there
has continued to be significant opportunities to acquire such Asset Portfolios
and single Assets.  With the slowing economy, stock market, and unstable
international political climate, the increase in non-performing loan inventories
has recently emerged and the Company believes a significant increase in
opportunity is ahead.  By staying active in these areas and maintaining access
to significant cash reserves, the Company will be poised to take advantage of
buying opportunities during this next economic downturn.

Real Estate Investment

The Company also intends to become a significant investor in commercial real
estate properties throughout New  England, with expansion into New York and the
Mid-Atlantic Region, and ultimately into Southern and Southwestern U.S.  The
acquisitions of real estate  shall primarily come about through Capital's
foreclosure on collateral securing loans it has purchased.  However, Realty will
also purchase real estate through distressed sale scenarios, such as
foreclosures, receiverships, bankruptcy proceedings, and estate sales. This
approach to acquisition remains particularly important in a time of rising real
estate prices.  It is the Company's belief that the recovery in the real estate
market is pushing prices to a point which might eclipse the inherent value of
the asset.  As such, to avoid being a purchaser at the peak of the market, the
Company will seek to acquire properties from distressed sellers at a discount
to current market price.  The Company looks for properties that are
fundamentally sound, but may be available at distressed prices as a result of
mismanagement, an excessive debt burden, or other similar problems.  The Company
will target a wide range of commercial real estate properties, including office
buildings, retail, industrial and multi-tenant residential properties.  While
the recovered/recovering real estate markets have narrowed the dramatic
discounts to market value which distressed sales have produced over the past
five (5) years, significant opportunities remain for those investors who are
able to identify assets in those areas where demand for space continues to grow
on a solid and non-speculative basis.

Commercial Lending

The Company (through Capital) shall also engage in a limited amount of direct
lending to small businesses and commercial real estate borrowers.  The Company
<PAGE> 6

can perform a range of commercial mortgage banking services, such as
origination, underwriting, placement, selling and servicing. This is an area
of great growth potential given the large number of commercial real estate
loans outstanding throughout the Northeast and the nation, many of which are
refinanced each year.  Initially, the Company intends to focus on bridge
loans to borrowers who have an immediate need for capital to acquire or
improve real estate or to make investments in their business interests in
preparation for sale or refinancing.  Given the immediacy of the need for such
funds, the Company can command significant fees and points in addition to the
above market interest rates as permitted by law. Such loans can be held by
Capital or placed with third party investors.  The Company will seek loans
where the borrower has substantial collateral (almost always real estate or
other fixed assets) with significant equity available in case of default.
Normally, the Company looks for loan-to-value ratios of 70% or less before
making such loans. Personal guaranties will also generally be required.  The
Company and its subsidiaries are not currently licensed as mortgage lenders or
brokers in any jurisdiction and must currently rely on statutory and
regulatory exceptions which permit it to lend money without becoming a
licensed financial institution.  To the extent that the Company will emphasize
this line of business it may be required that the Company obtain appropriate
regulatory approval to make such loans or acquire an entity already
appropriately licensed and engaged in this business.

Longer Term Opportunities

(A) Small Business Investment Corporation. The Company may wish to register
itself or a wholly-owned subsidiary as, or joint venture with, a Small Business
Investment Company (an "SBIC") under the U.S. Small Business Administration's
(the "SBA") 7(a) Program. This would enable the Company to make or broker SBA
guaranteed loans to small business for start-up, acquisitions, and expansion.
Controlling or operating with an SBIC would also enable the Company to make
equity investments and/or take warrants in the borrowers as further conditions
to the loans.

The Markets, Operations, and Business Development Strategy

Loan Portfolio Acquisition and Resolution

The Company and its principals believe that the deep drop in the real estate
market, as well as the overall economy in the late 1980's and early 1990's,
<PAGE> 7

has caused a significant and lasting change in the real estate, banking and
commercial lending industries.  When real estate values were imperiled in the
late 1980's as a result of the Tax Reform Act of 1986 and other factors,
banks and other lending institutions were left with a large amount of
defaulted loan obligations secured by real estate  mortgages.  These defaults,
poor management and other economic factors caused many banking institutions
to fail.  Those that did not fail still had to raise or maintain sufficient
capital to reserve against bad loans.  One of the ways such loan reserve
requirements were dealt with was to sell off defaulted loan portfolios.  This
was a relatively new process for most lending institutions and at first was
often done in an inefficient manner.  However, over the past ten (10) years,
these institutions have developed procedures and policies in an attempt to
make such sales a normal part of their business practices. There has also
emerged a market for companies to manage and resolve Asset Portfolios for third
parties.  The substantial volume of under-performing and non-performing loans
and foreclosed assets, combined with the under-staffing of management by banks
and insurance companies, has convinced many such institutions to hire third
parties to manage and resolve these Assets.  The Resolution Trust Company (the
"RTC") and the Federal Deposit Insurance Company (the "FDIC") were also forced
to contract out the resolution of certain Asset Portfolios.  Also, in the late
1980's and early 1990's many banks and savings and loans did fail and were
taken over by the FDIC and/or the RTC.  These government agencies set about
liquidating the loan portfolios of these institutions in formal auctions and
individual asset sales.  Such auctions continue today on a regular basis.

Given this recent history, it appears that a permanent market has emerged
in the areas of Asset Portfolio acquisition, management and resolution
services.  Various institutions, including commercial banks, governmental
agencies, insurance companies and other financial institutions make such assets
available for acquisition at a discount from their face value.  Through
negotiation and/or foreclosure these loans are  either paid out or collected
by sale of the collateral and/or judicial process.

As with many things, timing is everything.  The inventory of defaulted loans
appeared to have diminished in the late 1990's due to the recovering/recovered
real estate market and overall economy.  The banks, insurance companies and
other financial institutions which survived the tumult generally emerged in a
stronger position with smaller portfolios of loans in default (relative to
assets).  They also attempted to establish better staffed loan workout
departments and more experienced loan officers to handle the collection and
<PAGE> 8

sale of such Assets Portfolios.  Also, more participants entered the market as
buyers of such Assets the availability of deeply discounted loans diminished.
Nonetheless, the Company believes that the time is ripe to increase its
available funds for acquisition of individual loans and loan  portfolios in
preparation of the inevitable dip in the economic cycle.  It is our belief
that the combination of competition for market share by lending institutions
combined with increases in market price of the underlying collateral in the
late 1990's has lead to a significant increase in the level of marginal loans
and ultimately the number of loan defaults. For some time now there has been
a "continuing erosion in commercial loan quality despite the economy's overall
vigor." Wall Street Journal.  Bank Stocks are Facing Added Pressure From
Worry Over Loans, Portfolio Losses, Sept. 14, 1999".  Even in the bull market,
which many consider to be the best in history, the total of nonperforming
loans at the 25 largest banks in the United States increased significantly.
Id;  See also Section 5 of this Executed Summary. This trend, combined with
the increase in bank consolidation, and the financial institutions' embracing
of the idea of disposing of under performing assets through outright third
party sales make it likely that the available inventory of Assets should
continue to increase in the near future.  This increase in inventory of
non-performing loans will ultimately result in greater margins/discounts to
the face value of the assets and asset portfolios.

By establishing and maintaining a greater presence in this market, the Company
believes it can continue to make significant returns (while maintaining
sufficient liquidity) in order to take advantage of market anomalies in as
more dramatically discounted loan portfolios are now becoming available.
Even were such market adjustment not to develop or exist for an extended
period, the Company's personnel are experienced and adept at locating and
purchasing assets at prices which allow for competitive current returns and
appreciation through value-added activities.

Most Assets and Asset Portfolios the Company plans to purchase will be in
payment default when acquired.  Once purchased, we assume control of the
management of the Asset or Asset Portfolio, which includes servicing and
resolution.  Normally, we will not renew or refinance the obligations,
but will look to recovery through either:

     (i)     a payoff from the borrower (often  accomplished by refinancing
             through a third party lender); or
     (ii)    foreclosure and sale of the collateral.
<PAGE> 9

However, in some instances where the Asset has been acquired at a substantial
discount and the borrower agrees to continue to pay in accordance with the loan
terms, the Company will choose to hold the Asset due to its high current rate
of return and related collateral value.

The Company believes that currently its greatest opportunity for return is to
purchase, for its own accord, Assets and Asset Portfolios. However, in
some instances the Company will perform due diligence and investigatory
services for third party investors. The Company can assist the third party in
preparation of its bid for the Assets and in the acquisition.  The Company can
either serve as a partner in the acquisition and own a portion of the Asset or
it can act as an outside contractor to manage and resolve the Asset for a fee.

Many of the Assets and Asset Portfolios that are purchased by the Company
will be primarily tied to the real estate securing the loan.  However, there
will also be some collateralized business loans, which will be resolved based
either on the cash flow of the business, real estate owned by the business
and/or other collateral securing the loan.  The Company will obtain information
and learn of Asset Portfolios and individual Assets available for sale from
many different sources.  The management of the Company has established
relationships with various financial institutions from which they have
purchased assets before and there will be repeat business and referrals from
those sellers.  The reputations and relationships that management has
established with various Asset sellers will be further solidified by the
Company gaining a reputation as an active portfolio purchaser with sufficient
resources and a steady commitment to the market.  There are also additional
sources of business from joint venture partners or investors who will seek
the Company's assistance in Asset Portfolio purchases and management, as well
as other related business opportunities developed and initiated by management
of the Company.

The Company will generally fund its purchase of the Assets and Asset Portfolios
with the combination of cash on hand, equity raised through private and
public offerings, debt or lines of credit with lending institutions, and
internal cash flow.  The amount of Assets or Asset Portfolios purchased will
greatly depend upon the availability of capital, the availability of Assets and
Asset Portfolios, and the success of offers made by the Company to purchase
those Assets and Asset Portfolios.  The process the Company undergoes in making
an offer to purchase an Asset or an Asset Portfolio is well established.
Generally, the Company's management conducts an extensive evaluation of the
<PAGE> 10

individual loan or loans which make up the pool offered for sale.  There may
be certain instances where there are unusually large number of Assets which are
offered for sale, and as a result the Company will perform extensive
investigation with regard to an adequate sampling in order to determine an
appropriate bid price for the pool.  A typical examination of a credit file
includes reviewing and analyzing all information made available by the seller.
It generally includes review of the credit and collateral files, the legal
documents, and all relevant material that may be available (including in some
instances correspondence, taxes, judgment and other records) and an analysis of
the underlying collateral.  The underlying collateral will be viewed by
conducting site inspections, appraisals or other valuations from experts with
experience in that market.  The Company will also review and consider ongoing
economic information and meet with individuals familiar with local markets where
the real estate or other collateral is located.  The Company has an advantage to
the original lender when it performs its review because it can base its
valuation on the present value of the collateral and the estimated total cash
flow from the resolution of the Asset.  Generally, these loans will be resolved
prior to their maturity, as it is the Company's intention not to refinance or
renew the purchased assets.  The goal is to expedite the recovery.

The review of Assets and Asset Portfolios is conducted by management and
employees with substantial experience in the analysis of non-performing and
under-performing loans.  Management has a broad range of experience which
includes commercial lending with major financial institutions, legal experience
in commercial lending, collection, workout and bankruptcy, and commercial real
estate development and management.  When determining what to bid on an Asset,
management will work together to form bids based upon the value of the
underlying collateral, the likely cash flow and the likely time and expense
necessary to obtain sufficient recovery.

Commercial Lending

In addition to acquiring loan portfolios, the Company may engage in both
brokering and/or making a limited amount direct loans to commercial borrowers.
The market to be targeted by the Company will be borrowers seeking commercial
loans who have been unsuccessful in obtaining loans from more traditional
lenders. These instances may range from borrowers who must obtain funding on
very short notice to those who are seeking lenders of last resort because
of troubled credit histories or immediate need for capital.  The Company
believes these can still be good credit risks provided the Company obtains
<PAGE> 11

sufficient collateral.  Furthermore the lender is compensated for the
immediate availability of funds and the increased credit risk through
significant fees and interest rates.  The Company has and will further
develop a network of commercial lenders which can act as participants or
joint venture parties in these loan transactions. The emergence of a market
for securitized commercial real estate mortgage pools may also provide the
Company with an available outlet for loans it makes.  The level of the
Company's involvement in the direct lending market will be limited in the
near terms, but we believe that developing a market presence among the
institutional buyers will provide an increase in the number of commercial
real estate loans the Company could make directly with its own capital.
Also, increased exposure to institutions engaged in the securitization of
loans might increase the Company's ability to obtain access to the
institutions managing those loans held in such securitized pools.  Such
pools have defaulted loans which may provide Assets for the Company to
acquire at discount to face value.   Subject to obtaining necessary
regulators approval the Company may act as a commercial loan broker.  The
risk of loss is much less when the Company's own capital is not used to make
the loan, even if the intent of a Company funded loan is to sell the loan to
a third party.  There is an increasing number of bank and non-bank lenders in
the market place looking to make such commercial loans that rely on third
party brokers for leads.

SBA Lending

A longer term goal of the Company might be to establish itself as a non-bank
lender to better qualified borrowers using government guaranty programs
through the SBA. The Company could establish and fund a wholly owned
subsidiary to provide capital to small business and entrepreneurs through the
use of SBA guaranteed loans.  The Company's subsidiary could qualify as a
Small Business Investment Corporations (an "SBIC") under the SBA's guidelines
and make loans for financing commercial real estate, machinery and equipment
or a business acquisition.  This program allows the Company to participate in
a growing and profitable lending area while limiting the risk of loss by use
of SBA loan guarantees. We believe the market for small commercial real estate
loans is under served by larger lending institutions which often have large
minimum loan sizes and limited terms.



<PAGE> 12

Acquisition Candidates

It is impossible to predict the manner in which the Company may participate
in a business opportunity.  Specific business opportunities will be reviewed
as well as the respective needs and desires of the Company of the opportunity
and, upon the basis of that review and the relative negotiating strength of
the Company, the legal structure or method deemed by management to be
suitable will be selected.  Such structure may include, but is not limited to
leases, purchase and sale agreements, licenses, joint ventures and other
contractual arrangements. The Company may act directly or indirectly through
an interest in a partnership, corporation or other form of organization.

Strategic Teaming Relationships

The Company is attempting to enter into strategic partnering relationships
with several major banking and financial industry participants to
significantly broaden its reach within its target market.  Several of these
key relationships will be disclosed under special circumstances and the
execution of confidentiality agreements.

Competition

The competition the Company will meet in the Asset acquisition areas is
somewhat fragmented. There are national, local and regional competitors in the
Asset acquisition and Asset management markets.  Many of these competitors are
larger and have far greater financial resources than the Company does.  The
Company also anticipates, based on its management's prior experience, that
there will continue to be substantial and, perhaps, increasing  competition
and a market for Asset Portfolios and individual Assets which may limit the
near term profit margins in the Asset acquisition business.  However, the
Company believes it can remain a competitive bidder and that management's
extensive experience, commitment and relative conservative approach will
enable the Company to uncover opportunities that more recently arrived
competitors in the market will miss.  Nonetheless, the Company believes
it may, in the near term,  have to raise its bids for assets higher than it
would have in the depths of the recession in the early 1990's. The Company
will also have to have access to significant capital in order to be a
competitive bidder for Asset Portfolios.


<PAGE> 13

Since the primary focus of the Company will be in the Asset acquisition and
management field, its entry into the commercial mortgage banking and
commercial lending and residential mortgage business will be initially very
limited and subject to determining the need for regulatory approval. Although
these businesses are fragmented, there are certain major national competitors
as well as local and regional entities which command a significant market
share.  Because many such competitors have superior access to capital sources,
it will give them an advantage.

Operations and Facilities

The Company's registered and records office is at 17 West Cheyenne Mountain
Boulevard, Colorado Springs, Colorado 80906. The Company's principal office,
and that of its Subsidiaries is at 56 Pine Street, Providence, RI 02903.


                        ITEM 2.  DESCRIPTION OF PROPERTY

     A.    The Company's registered and records office is at 17 West
Cheyenne Mt. Blvd., Colorado Springs, Colorado 80906. Realty's principal
office is at 1250 Turks Head Building, Providence, RI 02903.

     The Company has no full time employees.  Until additional capital is
raised, the officers of the Company serve as unpaid employees in that all of
the officers are shareholders in the Company.  Holdings and/or Realty, may
from time to time pay to the officers of the Company a salary or fee for
services rendered in handling the activities of Holdings and/or Realty
pursuant to the instructions of the Board of Directors.  Such payments may be
as a result of a successful liquidation of an Asset or for some other
performance on behalf of the Company.

     The Company does not own any real estate used in its operations except for
investment purposes.  Capital, Recovery and Holdings lease space at 56 Pine
Street, Providence, Rhode Island.  The leases currently require no cash
payment, but if capital is raised as assumed in the Company's projections set
forth ITEM 2.B. hereof, then the Company will require additional office space
and will begin to pay rent as estimated in said Projections.



<PAGE> 14

     B.   INVESTMENT IN REAL ESTATE AND REAL ESTATE MORTGAGES

     The Company seeks to acquire nonperforming or underperforming loans
secured by real estate and other collateral at a discount to face value.
Similarly, the Company seeks to acquire real estate from distressed sellers at
a discount to current market price.  The Company looks for properties that are
fundamentally sound, but may be available at distress prices as a result of
mismanagement, an excessive debt burden, or other similar problems.  The
Company targets a wide range of commercial real estate properties, including
office buildings, retail, industrial and multi-tenant residential properties.


                           ITEM 3.  LEGAL PROCEEDINGS

Other than ordinary routine litigation incidental to the business of the
Company, no material legal proceedings to which the Company (or any of
its directors and officers in their capacities as such) is party or to
which property of the Company is subject is pending and no such material
proceeding is known by management of the Company to be contemplated.


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

                                Not applicable


                                    PART II

       ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

There has been no public trading market for the Company's Common Stock.
Holders of Common Stock are entitled to receive such dividends as may be
declared by the Company's Board of Directors.  No dividends on the Common
Stock have been paid by the Company, nor does the Company anticipate that
dividends will be paid in the foreseeable future.


                       ITEM 6. SELECTED FINANCIAL DATA

                                Not applicable
<PAGE> 15

               ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
               FINANCIAL CONDITION AND RESULTS OF OPERATIONS OR
                              PLAN OF OPERATION

The following discussion should be read in conjunction with the Financial
Statements and notes thereto.

                   MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                FINANCIAL CONDITION AND RESULTS OF OPERATIONS

                                December 31, 2002
                    =====================================
                          YEAR ENDING DECEMBER 31, 2002
                    =====================================

Except for historical information, the discussion in this Form 10-KSB contains
forward-looking statements that involve risks and uncertainties. These
statements may refer to the Company's future plans, objectives, expectations
and intentions. These statements may be identified by the use of words such as
"expect", "anticipate", "believe", "intend", "plan" and similar expressions.

The Company's actual results could differ materially from those anticipated in
such forward-looking statements. Factors that could contribute to these
differences include, but are not limited to, the risks discussed in the
section titled "Market Risks and other Business Factors" later in this Form
10-KSB.

Plan of Operation

1.  PLAN OF OPERATION FOR THE NEXT 12 MONTHS

The plan of operation for the next twelve months is to engage in those
activities described in Item 1 under the BUSINESS OF COMPANY section. The
corporate policy regarding these activities will be formed through a generation
of ideas and direction from a Board of Directors.  The day-to-day operations
and decisions will be delegated to a senior management team directed by a
chief executive officer with counsel and implementation from experienced
officers.  The four primary officers of the Company who will be responsible for
the day-to-day implementation of the corporate policy and direction will be
James R. Simmons, Scott B. Adams, Richard Nadeau, Jr. and Kevin A. Gillis.  All
four were founding members of Capital and Realty.  Capital has been in the
business of acquiring defaulted loan obligations from financial institutions
and collecting said obligations through negotiation or foreclosure on the
collateral securing the loan.  Its emphasis has been on purchasing individual
assets from New England banks. These assets are generally smaller loans
($150,000 to $300,000) which are ripe for immediate restructure or conversion
to foreclosure or refinance.  The Company's success will largely be driven by
the proven experience of its management who have already demonstrated the
viability of the Company's business plan through the experiences of the
Company's Subsidiaries.  The collective practical experience of this group in
the areas of business the Company will engage in is important in the operations
of the Company.  Each brings a specific set of skills and knowledge that
include commercial banking, loan workout, real estate, environmental liability
and law.  These individuals have already developed the necessary contacts and
demonstrated their abilities with major financial institutions such that they
are now called on a regular basis to acquire individual or bulk sale assets.
The principals are critical as there is truly a "barrier of entry" into the
Asset acquisition business which has already been bridged by this group.
Further, management has developed a system of performing due diligence on these
assets and a proven formula for successful bidding.  REALTY has earned over
$1.8 million net profit on an original capital investment of $300,000 in its six
(6) years of operation, having experienced average rates of return on equity of
over fifty percent (50%).  REALTY has also identified and acquired medium and
long-term "performing" assets at significant discounts which provide ongoing
cash flow.  These assets are typically loans which had historic payment
defaults, but which REALTY has resurrected by restructuring the payment
provisions or convincing the borrower to reinstate to avoid lose of the
collateral.

2.   NEED FOR ADDITIONAL FINANCING

     No commitments to provide additional funds have been made by management or
other stockholders.  Accordingly, there can be no assurance that any additional
funds will be available to the Company to allow it to cover its expenses.
However, given its current operations and extended business plan, the Company
has sufficient cash flow and line of credit availability to continue to execute
the business plan of the Company.  However, the proposed rate of growth and
financial  projections assume raising $6,000,000 through the issuance and sale
of equity in the Company.  If such capital is not raised through such an
offering, the Company's growth proportions may not be met.  Nonetheless, the
Company and its subsidiaries would still have sufficient cash flow and debit
availability to continue along its historical operational history.
<PAGE> 16

Results of Operations

Assets

Cash increased from $ 12,341 at December 31, 2001 to $ 270,721 at December 31,
2002 due to payments made pursuant to Notes Receivable (see the corresponding
increase in Notes Receivable and Mortgage Loans and Other Receivables).
Mortgage Loans and Other Receivables increased from $765,125 at December 31,
2001 to $2,188,929 due to acquisition of Notes Receivable and Mortgage Loans.
An income tax receivable of $75,744 resulted from an overpayment of federal
income taxes in 2002.

Liabilities and Equity

Notes Payable increased from $ 339,900 at December 31, 2001 to $1,582,055 at
December 31, 2002 as a result of borrowing on a Line of Credit.  Related Party
Debt increased from $0 at December 31, 2001 to $3,494,396 at December 31, 2002
due to three (3) loans from the Company's shareholders to various subsidiaries
of the Company as outlined in Note 8.

Income Taxes

The Company accounts for income taxes in accordance with Statement of Financial
Accounting Standards No. 109, "Accounting for Income Taxes" issued by the
Financial Accounting Standards Board, under which deferred tax assets and
liabilities are provided on differences between the carrying amounts for
financial reporting and the tax basis of assets and liabilities for income tax
purposes using the enacted tax rates.  Under SFAS 109, deferred tax assets may
be recognized for temporary differences that will result in deductible amounts
in future periods.  A valuation allowance is recognized if on the weight of
available evidence it is more likely than not that some portion or the entire
deferred tax asset will not be realized.








<PAGE> F-1

                          ITEM 8. FINANCIAL STATEMENTS




                 NORTHBOROUGH HOLDINGS, INC. AND SUBSIDIARY

                 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

                         DECEMBER 31, 2002 AND 2001



                                                            PAGE

Independent Auditors' Report                                  1


Consolidated Balance Sheets                                   2


Consolidated Statements of Operations                         3


Consolidated Statements of Changes in Equity                  4


Consolidated Statements of Cash Flows                         5


Notes to Consolidated Financial Statements                    6









<PAGE> F-2


                        INDEPENDENT AUDITORS' REPORT


To the Stockholders
Northborough Holdings, Inc. and Subsidiaries
Providence, Rhode Island

We have audited the accompanying consolidated balance sheets of Northborough
Holdings, Inc. and Subsidiary as of December 31, 2002 and 2001, and the
related consolidated statements of operations, changes in equity, and cash
flows for the years then ended.  These consolidated financial statements are
the responsibility of the Company's management.  Our responsibility is to
express an opinion on these consolidated financial statements based on our
audits.

We conducted our audits in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audits to
obtain reasonable assurance about whether the consolidated financial
statements are free of material misstatement.  An audit includes examining,
on a test basis, evidence supporting the amounts and disclosures in the
consolidated financial statements.  An audit also includes assessing the
accounting principles used and significant estimates made by management, as
well as evaluating the overall consolidated financial statement
presentation.  We believe that our audits provide a reasonable basis for our
opinion.

In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of
Northborough Holdings, Inc. and Subsidiary as of December 31, 2002 and 2001,
and the results of its operations and its cash flows for the years then
ended in conformity with generally accepted accounting principles.



                                      _________________________________
                                      ROONEY, PLOTKIN & WILLEY, LLP

January 24, 2003

<PAGE> F-3


               NORTHBOROUGH HOLDINGS, INC. AND SUBSIDIARIES

                          Consolidated Balance Sheets

<TABLE>
<CAPTION>
                                                                      December 31,

                                                             2002                  2001

                                                             -----------            ---------

                                    ASSETS

<S>                                                       <C>                  <C>
Cash                                                      $  270,721           $   12,341
Accounts Receivable                                           49,551                    -
Notes Receivable (Note 2)                                    370,015                    -
Mortgage Loans and Other Receivable, Net (Note 3)          2,188,929              765,125
Real Estate Under Operating Lease, Net (Notes 4 and 10)    3,277,990              154,910
Income Tax Receivable                                         75,744               24,105
Interest Receivable                                           21,057                  300
                                                         -----------            ---------

Total Assets                                             $ 6,254,007              956,781
                                                         ===========           ==========

                              LIABILITIES AND EQITY

Liabilities:

  Accounts Payable                                        $  555,555       $            -
  Note Payable (Note 5)                                   $1,582,055              339,990
  Accrued Expenses                                            48,191               20,325
  Mortgage Note Payable(Note 7)                              471,565              108,875
  Related Party Debt (Note 8)                              3,494,396                    -
  Prepaid Rent                                                18,425                    -
  Security Deposit                                            29,725                2,650
                                                         -----------          -----------

  Total Liabilities                                        5,699,912              471,840

                                                         -----------          -----------
Equity: (Note 1A)
  Common Stock (Note 9)                                        1,200                1,200
  Additional Paid-In Capital                                 132,729              132,729
  Retained Earnings                                          420,166              351,012
                                                         -----------          -----------
  Total Equity                                               554,095              484,941
                                                         -----------          -----------
Total Liabilities and Equity                             $ 6,254,007              956,781
                                                         ===========          ===========

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

</TABLE>

<PAGE> F-4


                    NORTHBOROUGH HOLDINGS, INC. AND SUBSIDIARY

                       Consolidated Statements of Operations

<TABLE>
<CAPTION>

                                                              Years Ended December 31,

                                                              2002               2001
                                                            -----------        ------------

<S>                                                         <C>                <C>
Operating Revenues:
  Interest Income                                           $  183,193           229,537
  Fee and Other Income                                          86,005            24,577
  Gain on Disposition of Mortgage Loans                        111,002           151,283
  Fuel Income, Net (Note 11)                                     6,766                 -
  Rental Income, Net (Note 10)                                 116,550            20,298
                                                            ----------         -----------
  Total Operating Revenues                                     503,516           425,695

General and Administrative Expenses                            281,545           135,902
                                                            ----------         -----------

Income from Operations                                         221,971           289,793
                                                            ----------         -----------
Other Income (Expense):
  Interest Income on Cash                                            -               692
  Interest on Note Payable, (Note 5)                          (125,236)          (31,915)
                                                            ----------         -----------
  Total Other Income (Expense)                                (125,236)          (31,223)
                                                            ----------         -----------

Income before Provision for Income Taxes                        96,735           258,570

Provision for Income Taxes (Note 6)                             27,581            98,628
                                                            ----------         -----------

Net Income                                                  $  69,154          $ 159,942
                                                            ==========         ===========


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

</TABLE>

<PAGE> F-5

                  NORTHBOROUGH HOLDINGS, INC. AND SUBSIDIARY

                 Consolidated Statements of Changes in Equity

<TABLE>
<CAPTION>

                                                 Additional
                                  Common         Paid-In        Retained
                                  Stock          Capital        Earnings      Total
                                  -----------    -------------  ------------  ----------

<S>                               <C>            <C>            <C>           <C>
Balance, December 31, 2000          $   1,200        $ 132,729     $ 191,070  $  324,999
  Net Income                                -                -       159,942     159,942
                                  -----------     ------------  ------------  -----------
Balance, December 31, 2001          $   1,200        $ 132,729       351,012  $  484,941
  Net Income                                -                -        69,154      69,154
                                  -----------     ------------  ------------  -----------
Balance, December 31, 2002          $   1,200        $ 132,729       420,166     554,095
                                  ============    ============  ===========   ===========

</TABLE>

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

<PAGE> F-6

                 NORTHBOROUGH HOLDINGS, INC. AND SUBSIDIARY

                   Consolidated Statements of Cash Flows

<TABLE>
<CAPTION>
                                             Years Ended December 31,

                                             2002             2001
                                             ------------     ------------
<S>                                          <C>              <C>
Operating Activities:

  Net Income                                 $   69,154       $  159,942
                                             ------------     ------------
  Adjustments to Reconcile Net
    Income to Net Cash Used in
    Operating Activities:
      Depreciation                               24,202            3,983
      Gain on Disposition of Mortgage Loans    (111,002)        (151,283)
  Change in Operating Assets and Liabilities:
    Accounts Receivable                         (49,551)               -
    Income Taxes Receivable                           -          (24,105)
    Accrued Expenses                             27,866            5,825
    Accounts Payable                             55,555                -
    Security Deposits Payable                    11,125                -
    Prepaid Rent                                 18,425                -
    Income Taxes Receivable                     (51,639)        (123,767)
    Interest Receivable                         (20,757)               -
                                             ------------     ------------
      Total Adjustments                         (95,776)        (289,347)
                                             ------------     ------------
Net Cash Used In
  Operating Activities                          (26,622)        (129,405)
                                             ------------     ------------

Investing Activities:

  Purchase of Mortgage Loans and Other
   Receivable                                (2,970,545)        (355,117)
  Notes Receivable Originated                  (740,015)         (25,000)
  Repayments on Notes Receivable                370,000                -
  Repayments on Mortgage Loans Receivable       794,725          145,325
  Purchase of Property Under Operating Lease   (234,264)               -
                                             ------------    ------------
Net Cash Used In Investing
  Activities                                 (2,780,099)        (234,792)
                                             ------------    ------------

Financing Activities:
  Net Change in Note Payable                  1,242,065          339,990
  Proceeds from Issuance of Long-Term Debt       49,856                -
  Proceeds from Related Party Debt            1,811,001                -
  Principal Payments on Mortgage Note Payable   (29,145)         (13,908)
  Principal Payments on Related Party Debt       (8,676)               -
                                             ------------    ------------

Net Cash Provided by
  Financing Activities                        3,065,101          326,082
                                              ------------   ------------

Increase (Decrease) in Cash                     258,380          (38,115)

Cash, Beginning of Year                          12,341           50,456
                                              ------------   ------------

Cash, End of Year                             $ 270,721           12,341
                                              ============    ============
Supplemental Disclosures of Cash Flow
 Information:

 Cash Paid During the Year for:
   Interest                                   $  130,207      $   42,689
   Income Taxes                               $  103,325      $  246,599
                                             ============     ============
</TABLE>


Supplemental Disclosures of Non-Cash Investing and Financial Activities:

During 2002, the following non-cash activities occurred:

The Company acquired a mortgage loan for $241,000 and subsequently foreclosed
on the property at which time $110,004 was paid for delinquent property taxes.
The property is included in real estate under operating lease.

The Company acquired a mortgage loan for $550,768 and subsequently foreclosed
on the property.  The property is included in real estate under operating
lease.

The Company acquired real estate under operating lease by paying $96,009 and
assuming a mortgage of $150,000.

The Company foreclosed on a mortgage loan acquired in a prior year in the
amount of $71,250.  The property is included in real estate under operating
lease.

The Company acquired real estate under operating lease for $1,900,000 from a
related party.  The acquisition was financed by related party debt of
$1,692,071, assuming mortgages of $1914,979 and security deposits of $15,950.

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







<PAGE> F-7

                   NORTHBOROUGH HOLDINGS, INC. AND SUBSIDIARIES

                    Notes to Consolidated Financial Statements

                            December 31, 2002 and 2001

1.     Summary of Operations and Significant Accounting Policies:

A.     Organization and Principles of Consolidation:

The consolidated financial statements include Northborough Holdings, Inc. (NHI),
a Colorado corporation, and its wholly owned subsidiaries, Northborough Capital
Partners, LLC (NCP), Northborough Realty Holdings, LLC (NRH), and Northborough
Recovery Services, LLC (NRS) Rhode Island limited liability companies.

NCP was organized on May 29, 1996 as Northborough Realty Holdings, LLC.
On July 11, 2001 its name was changed to Northborough Capital Partners, LLC.
On September 21, 2001, NCP elected to transfer real property located in Concord,
NH and the mortgage note payable associated with the property to the newly
created NRH.  NCP terminates on or before May 29, 2046.

NRH and NRS were organized on July 11, 2001 and January 1, 2002, respectively
as subsidiaries of NHI to hold real property throughout New England.

NHI, NCP, NRH and NRS are collectively referred to as "the Company".  All
significant inter-company balances and transactions have been eliminated in
consolidation.

The Company is principally engaged in the acquisition and subsequent sale of
distressed financial assets, primarily commercial mortgage loans, acquired from
financial institutions and other entities at a discount.  The Company manages
these assets by collecting payments based on the original terms or renegotiated
terms, or by foreclosure and liquidation of the collateral.  The Company also
originates mortgage loans, performs collections activity for a fee, operates
rental properties acquired in foreclosure, and purchases and sells fuel to
service stations located on some of the rental properties held by the Company.



B.     Notes Receivable:

Notes receivable represent mortgage financing originated by the Company.  Notes
receivable are recorded at the aggregate lower of cost or market and are
collateralized by commercial property, personal guarantees, and other business
assets.  At December 31, 2002 management believed that the value of such
collateral is in excess of the notes receivable and therefore, no allowance was
provided.

<PAGE> F-8

1.     Summary of Operations and Significant Accounting Policies:  (Continued)

C.     Mortgage Loans and Other Receivable, Net:

Mortgage loans and other receivable represent notes and other financial assets
acquired at a discount and recorded at cost.  All mortgage loans and the other
receivable are collateralized by commercial or residential property.
Management believes that the value of such collateral is in excess of cost as
of December 31, 2002 and 2001 and therefore, no allowance has been provided.

D.     Real Estate Under Operating Lease:

Real estate acquired through foreclosure is recorded at the fair value of the
property at the time of the foreclosure auction.  The property acquired is
primarily used as an income-producing asset.  Capitalizable improvements to
real property are recorded at cost.  Depreciation is provided using the
straight-line method over the estimated useful lives of the related assets.

E.     Revenue Recognition:

Discount amortization revenue is recognized to the extent payments received
are earned and is included in operating revenues as interest income.  Gain or
loss on the disposition of these financially distressed assets is calculated
based on gross proceeds from the sale of the asset or collateral, less the
expenses related to the sale or foreclosure, less the book value of the asset.

F.     Income Taxes:

The Company's provision for income taxes is based on the distributive income
of NCP, NRH and NRS to NHI.  All activity of NCP, NRH and NRS will be reported
on the income tax return of NHI as NCP, NRH and NRS are disregarded as
entities for tax purposes.

<PAGE> F-9

1.     Summary of Operations and Significant Accounting Policies:  (Continued)

G.     Use of Estimates:

The preparation of consolidated financial statements in conformity with U.S.
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 consolidated
financial statements and the reported amounts of revenues and expenses during
the reporting period.  Actual amounts could differ from those estimates.

2.     Notes Receivable:

Notes receivable originated by the Company consisted of the following at
December 31, 2002:

     16.00% note receivable of $140,015 due in monthly payments
     of interest only.  The remaining principal and interest on the
     loan is due in full June 2003.  Secured by real estate, personal
     guarantee and other business assets.                             $140,015

     16.00% note receivable of $140,000 due in monthly payments
     of interest only.  The remaining principal and interest on the
     loan is due in full in April 2003.  Secured by real estate,
     other business assets, and a personal guarantee.                  140,000

     16.00% note receivable of $90,000 due in monthly payments
     of interest only.  The remaining principal and interest on the
     loan is due in full February 2003.  Secured by real estate.        90,000

                                                                     ---------

          Total Notes Receivable                                      $370,015
                                                                     =========




<PAGE> F-10

3.     Mortgage Loans and Other Receivable, Net:

Mortgage loans and other receivable acquired at a discount consist of
the following:

                                                  2002            2001
                                                 ------          ------

Original Principal Amount                      $2,577,024     $1,738,315
Unamortized Discount                             (388,095)      (973,190)
                                               ----------     ----------
Mortgage Loans and Other Receivable, Net       $2,188,929     $  765,125
                                               ==========     ==========

Original loans consist of the following at December 31, 2002:

                                                Principal     Unamortized
                                                  Amount        Discount
                                                ---------     -----------

     10.00% mortgage loan, due 2004             $     67,409  $   51,680
     18.00% mortgage loan, due 2002                  366,477      36,477
      7.25% mortgage loan, due 2009                  936,333      95,246
      7.28% mortgage loan, due 1997                  135,310      48,885
     Prime plus 2% mortgage loan, due 1995            22,731         308
     11.00% mortgage loan, due 2003                  239,174      42,340
      9.50% mortgage loan, due 1994                  258,160     108,159
      9.10% mortgage loan, due 2002                  465,015       5,000
     10.00% mortgage loan, due 2004                   56,415           -
     Other non-interest bearing
      secured receivable                              30,000           -
                                                 ----------- -----------
           Totals                               $  2,577,024 $   388,095
                                                 =========== ===========






Original loans consist of the following at December 31, 2001:

                                                Principal     Unamortized
                                                  Amount        Discount
                                                ---------     -----------

     10.00% mortgage loan, due 2002             $    71,161   $    54,557
     10.50% mortgage loan, due 2012                  29,100        20,658
      8.50% mortgage loan, due 1998                  56,018         6,846
      7.28% mortgage loan, due 1997                 142,121        51,343
      9.50% mortgage loan, due 1997                 750,000       678,750
     Prime plus 2% mortgage loan, due 1995           22,731           308
     11.00% mortgage loan, due 2003                 243,575        43,120
     10.00% mortgage loan, due 2001                 135,364          (636)
      9.50% mortgage loan, due 1994                 258,160       108,159
     Other non-interest bearing
      secured receivable, due 1995                   30,085        10,085
                                                -----------  ------------
                                                $ 1,738,315  $    973,190
                                                =========== =============

<PAGE> F-11

4.   Real Estate Under Operating Leases, Net:

     Real estate under operating leases consist of the following:

                                                          2002       2001
                                                      ----------   ---------
          Land and Land Improvements                  $1,307,483   $  60,075
          Building and Improvements                    2,006,124     114,500
          Signs                                            8,250           -
          Subtotal                                     3,321,857     174,575
          Less Accumulated Depreciation                   43,867      19,665
                                                      ----------   ---------

          Real Estate Under Operating Lease, Net      $3,277,990   $ 154,910
                                                      ==========   =========

The Company is a lessor of the above real estate (see Note 10).


5.     Note Payable:

On July 16, 2001 the Company entered into a $2,000,000 revolving credit
facility with a financial institution.  Interest on the demand line-of-credit
is payable monthly and is at the lender's base rate plus 2.5%.  The interest
rate was 6.75% and 7.25% at December 31, 2002 and 2001, respectively.  The
credit facility is subject to certain covenant provisions including, but not
limited to, maintenance of a debt to worth ratio and an operating cash flow
to debt service ratio.  It is secured by all of the assets of the Company and
the personal guarantee of the stockholders.

6.     Provision for Income Taxes:

The components of the provision for income taxes are as follows:

                                                             2002        2001
                                                           -------     -------
          Current:
               Federal                                      $18,080    $74,850
               State                                          9,501     23,778
                                                           --------    -------
                    Total Provision for Income Taxes        $27,581    $98,628
                                                           ========    =======

<PAGE> F-12

7.	Mortgage Notes Payable:

Long-term debt at December 31, 2002 and 2001 consists of the following:

<TABLE>
<CAPTION>

                                                                     2002           2001
                                                                  ---------       --------

     <S>                                                          <C>             <C>
     Note payable, bank, payable in monthly installments of
     $1,159 plus interest at 8.59%, through September 2004.
     This note is secured by property.                            $   94,968      $  108,875


     Note payable in monthly installments of $1,740, including
     interest at 10.0%, through September 2005.  This note is
     secured by property.                                             49,064               -

     Note payable in monthly installments of  $225, including
     interest at 9.0%, through June 2012.  This note is secured
     by property.                                                     17,181               -

     Note payable in monthly installments of $1,750, including
     interest at 10.0%, through January 2006.  This note is
     secured by property.                                             55,638               -

     Note payable, bank, payable in monthly installments of
     $469, including interest at 5.75%, through April 2020.
     This note is secured by property.                                61,572               -

     Note payable, interest only at 8.0% until 2007 at which
     time it is due in full.                                          49,856               -

     Note payable, individual, in monthly installments of
     $1,820, including interest at 8.0%, through April 2012.
     This note is secured by property.                               143,286               -
                                                                   ---------       ---------
                                                                   $ 471,565	     $ 108,875
                                                                   =========       =========
</TABLE>

<PAGE> F-13

7.     Mortgage Notes Payable:  (Continued)
       Maturities of debt are as follows:

          Year ending December 31,
                   2003                         $   53,022
                   2004                            136,222
                   2005                             50,066
                   2006                             19,684
                   2007	                            69,080
                Thereafter               	         143,491
                                                ----------
                                                $  471,565
                                                ==========
8.     Related Party Debt:

Related party debt consists of loans made to the LLC to purchase investment
property described in Note 4.

Related party debt at December 31, 2002 is as follows:

                                                                      2002
                                                                  ------------
     Loan from two members payable in monthly installments of
     $14,152, including interest at 8.0%, through September
     2007, at which time the entire remaining unpaid balance
     plus accrued interest shall be due and paid.                 $  1,683,396

     Loan from three members payable in monthly installments of
     $5,333, including interest of 9.25%, through December
     2007, at which time the entire remaining unpaid balance plus
     accrued interest shall be due and paid.                           960,000

     Loan from a member payable in monthly payments of interest
     only at 9.25%, though December 2003, at which time
     the entire unpaid balance is due.                                 851,000
                                                                     ---------
                                                                  $  3,494,396
                                                                   ===========

<PAGE> F-14

8.     Related Party Debt:  (Continued)

       Maturities of debt are as follows:

                     Year ending December 31,

                     2003      $     67,542
                     2004           924,570
                     2005            80,135
                     2006            87,291
                     2007         2,334,858
                               ------------
                     Therefore $  3,494,396
                               ============
Interest paid on all debt was $147,676 and $42,689 at December 31, 2002 and
2001, respectively, including $45,006 of interest paid to related parties
in 2002.

9.     Capital Stock:

The capital stock of the Company at December 31, 2002 and 2001 is as follows:

<TABLE>
<CAPTION>
                                                            2002               2001
                                                         ----------         ---------
<S>                                                      <C>               <C>
Common Stock, $.001 Par Value
 Authorized Shares                                       50,000,000        50,000,000
 Issued and Outstanding Shares                            1,200,000         1,200,000

Series A Convertible Preferred Stock, $.001 Par Value
 Authorized Shares                                       50,000,000        50,000,000
 Issued and Outstanding Shares                                    -                 -
</TABLE>

The common stock and preferred stock are identical in all respects except for
certain rights held by preferred stockholders in regard to any voluntary or
involuntary liquidation, dissolution, or winding-up of the Company.


10.     Rental Income:

The Company leases its land, building and improvements (see Note 4) under
operating leases ranging from month-to-month to five years.  Future minimum
rental receipts under the leases are as follows:

          Year ending December 31,

            2003       $  352,805
            2004 	        255,477
            2005          231,801
            2006 	        214,216
            2007          120,227
                       ----------
 		           $1,174,526
                       ==========

Rental income for the years ended December 31, 2002 and 2001 was $123,938
and $46,506, respectively and is presented net of depreciation, property
taxes, utilities, mortgage interest (See Note 7), and repair and maintenance
charges of $81,657 and $26,209, respectively.


11.     Fuel Income:

     The Company purchases and sells motor fuel to service stations located
on some properties it leases (See Note 10).  Fuel income for the year ended
December 31, 2002 was net of fuel purchases of $178,887.


<PAGE> 17

             ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
                     ON ACCOUNTING AND FINANCIAL DISCLOSURE

                                Not Applicable.


                                    PART III

     ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;

Compliance with Section 16(a) of the Securities Exchange Act of 1934

Section 16(a) of the Exchange Act, requires the Company's officers,
directors and persons who beneficially own more than ten percent of the Common
Stock to file reports of securities ownership and changes in such ownership
with the Securities and Exchange Commission.  Officers, directors and greater
than ten percent beneficial owners also are required by rules promulgated by
the Securities and Exchange Commission to furnish the Company with copies of
all Section 16(a) forms they file.

Based solely upon review of the copies of such forms furnished to the
Company, or written representations that no Form 5 filings were required, the
Company believes that during 2001 all Section 16(a) filing requirements
applicable to its officers, directors and greater than ten percent beneficial
owners were complied with on a timely basis.
<PAGE> 18

EXECUTIVE OFFICERS AND BOARD OF DIRECTORS

The members of the Board of Directors provide expertise in research and
development, capital acquisition, promotion, mergers and acquisitions, and
corporate law.  Their technical acumen, along with their wish to see the
Company successful has made their presence on the Board a resource to the
management team.

The following table and biographical data sets forth certain information
regarding both the directors and the executive officers of the Company.

<TABLE>
<CAPTION>

Name                   Age                 Position
----------------------------------------------------
<S>                    <C>                 <C>

James R. Simmons        38                 President, CEO, Director

Richard Nadeau, Jr.     42                 Vice President, Director,
                                           Secretary

Scott B. Adams          38                 Vice President, Director,
                                           Treasurer

Kevin A. Gillis         43                 Director

</TABLE>

All current directors hold office until the 2003 annual meeting of the
Company's shareholders and until their successors are duly elected and
qualified; thereafter, directors will be elected annually.  The executive
officers are appointed annually by the Board of Directors and serve at the
discretion of the Board.  No family relationships exist among any of the
directors and executive officers of the Company.

Officers will hold their positions at the pleasure of the board of directors,
absent any employment agreement, of which none currently exists or is
contemplated.  There is no arrangement or understanding between the directors
<PAGE> 19

and officers of the Company and any other person pursuant to which any
director or officer was or is to be selected as a director or officer.

The directors and officers of the Company will devote their time to the
Company's affairs on an "as needed" basis.  As a result, the actual amount of
time which they will devote to the Company's affairs is unknown and is likely
to vary substantially from month to month.

The following is a more detailed description of the officers' experience:

1.  James R. Simmons - Mr. Simmons is an attorney with extensive experience
    in the areas of commercial lending, banking, loan work-out, foreclosure,
    and creditor's rights.  Mr. Simmons is a shareholder of the law firm
    Nadeau & Simmons, P.C., a Rhode Island professional corporation, with an
    extensive practice in banking, commercial law, corporate finance,
    securities, commercial real estate and development, and related commercial
    litigation.

    As an officer/board member of Northborough Holdings, Inc., and its wholly
    owned subsidiaries Mr. Simmons has been integral in the location,
    acquisition and work-out of the companies assets.  Mr. Simmons brings a
    wealth of knowledge relating to distressed real estate, commercial lending,
    foreclosure and creditor's rights along with a thorough and practical
    understanding of the financial aspects of such transactions.  Mr. Simmons
    is a graduate of the University of Hartford and the George Washington
    University School of Law sits on the Banks and Trusts Committee of the
    Rhode Island Bar Association and has acted as legal counsel to some of the
    largest financial institutions in the nation.

2.  Scott B. Adams- Mr. Adams' professional background has principally been as
    a commercial banker where he had spent over ten years underwriting and
    managing large corporate banking relationships.  As a vice-president of a
    major regional bank, his responsibilities included negotiating some of the
    largest and most difficult loan workouts.  These invaluable banking
    experiences combined with ownership and management of Condor Capital Corp.,
    a significant real estate holding company with investments across New
    England, provided Mr. Adams with the knowledge and expertise which assisted
    in the startup of Northborough Realty Holdings, LLC.  As a member and
    Operating Manager for the last four years Mr. Adams has successfully

<PAGE> 20

    developed relationships at major New England Banks which has asserted in
    the development of strong deal flow with continued positive results.

3.  Richard Nadeau, Jr. - Mr. Nadeau is the founder and a shareholder of the
    law firm Nadeau & Simmons, P.C. in Providence, Rhode Island.  Mr. Nadeau's
    primary experience is in the areas of commercial lending and creditor's
    rights, including loan work outs, bankruptcy and receiverships.  Mr.
    Nadeau's background as an officer/director of Northborough Holdings, Inc.
    and its wholly owned subsidiaries each of which locates, acquires and works
    out commercial and real estate non-performing loans, has been and will
    continue to be crucial to the success of the Company.

4.  Kevin A. Gillis - Mr. Gillis has over twenty years of experience in
    residential and commercial real estate investment and development.
    He is the Chief Executive Officer and a shareholder in Condor Capital
    Corp., a holding company for real estate investments across the New England
    region.  As a former executive with both major and independent oil
    companies, Mr. Gillis gained broad experience in site reconnaissance,
    construction, and the regulations and industry practices arising out of
    environmentally contaminated properties.  As a director of Northborough
    Holdings, Inc., Mr. Gillis has been invaluable in quantifying the risks
    associated  with properties that have been the subject of an environmental
    assessment.  Additionally his knowledge in the construction and development
    fields is applicable in a wide variety of situations.

Indemnification of Officers and Directors

As permitted by Colorado law, the Company's Articles of Incorporation provide
that the Company will indemnify its directors and officers against expenses
and liabilities they incur to defend, settle, or satisfy any civil or criminal
action brought against them on account of their being or having been Company
directors or officers unless, in any such action, they are adjudged to have
acted with gross negligence or willful misconduct.  Insofar as indemnification
for liabilities arising under the Securities Act of 1933 may be permitted to
directors, officers or persons controlling the Company pursuant to the
foregoing provisions, the Company has been informed that, in the opinion of
the Securities and Exchange Commission, such indemnification is against public
policy as expressed in that Act and is, therefore, unenforceable.


<PAGE> 21

Exclusion of Liability

Pursuant to the Colorado Business Corporation Act, the Company's Articles of
Incorporation exclude personal liability for its directors for monetary
damages based upon any violation of their fiduciary duties as directors,
except as to liability for any breach of the duty of loyalty, acts or
omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, acts in violation of Section 7-106-401 of the
Colorado Business Corporation Act, or any transaction from which a director
receives an improper personal benefit.  This exclusion of liability does not
limit any right which a director may have to be indemnified and does not
affect any director's liability under federal or applicable state securities
laws.

Company management has no current plans to use any outside consultants or
advisors and has not yet adopted policies regarding their use.  Ultimately,
the policies to be used in selecting consultants or advisors will include
examining the services to be provided, the term of service and the total
amount of fees that may be paid.

Board of Directors

Colorado provides that a corporation's board of directors may be divided into
various classes with staggered terms of office. Northborough's directors are
elected for a term of three years and until their successors are elected and
qualified.

Number of Directors

Northborough's board of directors currently consists of four (4) directors.
The number of directors on Northborough's board may only be changed by a vote
of a majority of its directors, subject to the rights of the holders of any
outstanding series of Northborough's preferred stock to elect additional
directors.

Removal of Directors

Northborough's directors, or the entire board, may be removed for cause by the
affirmative vote of the holders of at least 50% of the outstanding shares of
common stock entitled to vote in the election of directors, voting as a single
<PAGE> 22

class and subject to the rights of the holders of any outstanding series of
Northborough's preferred stock.

Filling Vacancies on the Board of Directors

Any newly created directorships in Northborough's board of directors,
resulting from any increase in the number of authorized directors or any
vacancies, may be filled by a majority of the remaining members of such board
of directors, even though less than a quorum, or in the case of Northborough,
by a sole remaining director, subject to the rights of holders of any
outstanding series of preferred stock.  Newly created directorships or
decreases in directorships in Northborough's board of directors are to be
apportioned among the classes of directors so as to make all classes as nearly
equal in number as practicable, provided that no decreases in the number of
directors in its board of directors may shorten the term of any director then
in office.

To the extent reasonably possible, any newly created directorship will be
added to the class of directors whose term of office is to expire at the
latest date following the creation of that directorship, unless otherwise
provided for by resolution of the majority of the directors then in office.

Any newly eliminated directorship will be subtracted from the class whose
office is to expire at the earliest date following the elimination of the
directorship, unless otherwise provided for by  resolution  of the majority of
the directors then in office.

Ability to Call Special Meetings

Special meetings of the Company's stockholders may be called by its board of
directors, by affirmative vote of a majority of the total number of authorized
directors at that time, regardless of any vacancies, or by the chief executive
officer.

Advance Notice Provisions for Stockholder Nominations and Proposals

Northborough's bylaws allow stockholders to nominate candidates for election
to the board of directors at any annual or any special stockholder meeting at
which the board of directors has determined that directors will be elected.
In addition, the bylaws allow stockholders to propose business to be brought
<PAGE> 23

before any annual stockholder meeting. However, nominations and proposals
may only be made by a stockholder who has given timely written notice to
Northborough's Secretary before the annual or special stockholder meeting.

Under Northborough's bylaws, to be timely, notice of stockholder nominations
or proposals to be made at an annual stockholder meeting must be received by
Northborough's Secretary no less than 60 days nor more than 90 days before the
first anniversary of the preceding year's annual stockholder meeting. If the
date of the annual meeting is more than 30 days before or more than 60 days
after the anniversary of the preceding year's annual stockholder meeting,
notice will also be timely if delivered within 10 days of the date on which
public announcement of the meeting was first made by the Company.

In addition, if the number of directors to be elected is increased and no
public announcement is made by us naming all of the nominees or specifying the
size of the increased board of directors at least 70 days before the first
anniversary of the preceding year's annual meeting, or, if the date of the
annual meeting is more than 30 days before or 60 days after the anniversary
of the preceding year's annual meeting, at least 70 days before the annual
meeting, a stockholder's notice will be considered timely, with respect to the
nominees for any new positions created by the increase, if it is delivered to
the Secretary of our company within 10 days of the date on which public
announcement of the meeting was first made by Northborough.

Under Northborough's bylaws, to be timely, notice of a stockholder nomination
to be made at a special stockholder meeting must be received no less than 60
days, nor more than 90 days, before a special meeting at which directors are
to be elected or within 10 days of the date on which public announcement of
the special meeting was first made by the Company.

A stockholder's notice to us must set forth all of the following:

-all information required to be disclosed in solicitations of proxies for
 election of directors, or information  otherwise  required  by  applicable
 law, relating to any person that the stockholder proposes to nominate for
 election or reelection as a director, including that person's written
 consent to being named in the proxy statement as a nominee and to serving
 as a director if elected;


<PAGE> 24

-a brief description of the business the stockholder proposes to bring
 before the meeting, the reasons for conducting that business at that
 meeting and any material interest of the stockholder in the business
 proposed;

-the stockholder's name and address as they appear on Northborough's books
 and the class and number of shares which are beneficially owned by the
 stockholder;

-The chairman of the stockholder meeting will have the power to determine
 whether the nomination or proposal was made by the stockholder in
 accordance with the advance notice procedures set forth in Northborough's
 bylaws; and

-If the chairman determines that the nomination or proposal is not in
 compliance with advance notice procedures, the chairman may declare that
 the defective proposal or nomination will be disregarded.

Director Compensation

The directors of the Company, who are all executive officers as well, are
not compensated for serving.

Limitation of Liability and Indemnification

Northborough's Articles of Incorporation provide that a director of the
Company shall not be personally liable to the Company or any of its
shareholders for monetary damages for breach of fiduciary duty as a director,
except for liability:

(i)   for any  breach of the director's duty of loyalty to the Company or its
      shareholders;

(ii)  for acts or omissions not in good faith or which involve gross
      negligence, intentional misconduct or a knowing violation of law;

(iii) for any unlawful distribution as set forth in the Colorado Model Business
      Corporation Act of Colorado; or


<PAGE> 25

(iv)  for any transaction from which the director derived an improper personal
      benefit.  These provisions may have the effect in certain circumstances
      of reducing the likelihood of derivative litigation against  directors.
      While these provisions may eliminate the right to recover monetary
      damages from directors in various circumstances, rights to seek
      injunctive or other non-monetary relief is not eliminated.


                         ITEM 11. EXECUTIVE COMPENSATION

               SUMMARY COMPENSATION TABLE FOR NORTHBOROUGH HOLDINGS

Named Executive Officers

No executive compensation has been paid to date to the Holdings Directors,
Officers or Affiliates or other persons who were executive officers of
Holdings.  The following are proposed salaries for the Company's Directors,
Officers, affiliates for the fiscal year beginning January 1, 2003 will be
paid until the earlier of July 1, 2003 or vote of the Board of Directors.  The
Company only intends to pay the officers a fixed salary upon the raising of
capital or described in ITEM 2.B until such time the officers set forth under
Management above will continue to perform as they previously have as members
of Realty and will only be paid upon vote of the Board of Directors.

<TABLE>
<CAPTION>
                                                Long Term
                                                Compensation
                         Annual Compensation
                         Compensation  Awards
                         ------------  ---------     ------------    --------------
                                                     Securities
Name and Principal                     Other Annual  Underlying      All Other
Position                 Salary        Compensation  Options/(1)/    Compensation
                         ($)           ($)           (#)             ($)-
------------------       --------      -----------   -------------   ------------
<S>                      <C>           <C>           <C>             <C>

James R. Simmons, CEO    40,000        None          None            None

<PAGE> 26

Scott B. Adams, VP       40,000       None           None            None

Richard Nadeau, Jr., VP  40,000       None           None            None

Kevin A. Gillis, VP      40,000       None           None            None

</TABLE>

Director Compensation

The Company does not currently reimburse directors for expenses incurred, if
any, in attending meetings of the Board of Directors.  The Company does not
currently pay director fees to directors for their service on the Board.

Options Granted To Executive Officers

There are currently no options to purchase Common Shares granted to the Named
Executive Officers.

Employment Agreements

There are currently no employment agreements.  It is not anticipated that
these will be implemented in the near future.

Directors' and Officers' Insurance

The Company intends to purchase liability insurance for the directors and
officers of the Company.  No part of this premium will be paid by the
directors or officers of the Company.

STOCK OPTION PLAN

The Company does not currently maintain a stock option plan

INDEBTEDNESS OF DIRECTORS AND SENIOR OFFICERS AND PROMOTERS

No director, senior officer, promoter or other member of management or their
respective associates or affiliates have been indebted to the Company at any
time during the period ended December 31, 2001 or since that date.

<PAGE> 27

     ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth as of December 31, 2002, information with
respect to the beneficial ownership of the Company's outstanding Common Stock
by:

     (i) each director and executive officer of the Company;

    (ii) all directors and executive officers of the Company as a group; and

   (iii) each shareholder who was known by the Company to be the beneficial
         owner of more than 5% of the Company's outstanding Common Stock.

Pursuant to the beneficial ownership rules under the Securities Exchange Act of
1934, as amended, each 5% named person and all directors and executive officers
as a group are deemed to be the beneficial owners of securities that may be
acquired within 60 days of December 31, 2000 through the exercise of options or
warrants.  Accordingly, the number of shares and percentages set forth opposite
each shareholder's name in the table below assumes the exercise of all such
options and warrants.  However, the number of shares of Common Stock issuable
upon exercise by any given shareholder are not included in calculating the
percentage of Common Stock beneficially owned by any other shareholder.  Except
as otherwise indicated, the persons or entities listed below have sole voting
and investment power with respect to all shares of Common Stock beneficially
owned by them.

As of December 31, 2002 the directors and officers of the Company as a group,
owned beneficially, directly or indirectly, or exercised control or direction
over an aggregate of 1,200,000 Common Shares or approximately 100% of the
issued and outstanding Common Shares.  See "Directors and Officers".

                             Number of Shares                  Percentage
Name and Address(1)          Beneficially Owned                of Class Owned

James R. Simmons             300,000                              25%
105 Riverview Ave.
Middletown, RI 02842



<PAGE> 28

Richard Nadeau, Jr.          300,000                              25%
29 Homestead Ave.
North Smithfield, RI 02896

Scott B. Adams               300,000                              25%
45 Annawamscutt Road
Barrington, RI 02806

Kevin P. Gillis              300,000                              25%
16 Foxmeadow Lane
Arlington, MA 02174

(1) The persons listed are the sole officers and directors of the Company.

Management has no plans to issue any additional securities to management,
promoters or their affiliates or associates and will do so only if such
issuance is in the best interests of shareholders of the Company and complies
with all applicable federal and state securities rules and regulations.

Although the Company has a very large amount of authorized but unissued common
and preferred stock that may be issued without further shareholder approval or
notice, it is the intention of the Company to avoid inhibiting certain
transactions by not having to proxy shareholders each time management needs to
authorize additional shares.

DIVIDENDS

The Company has never paid dividends with respect to the Common Stock and
currently does not have any plans to pay cash dividends in the future. There
are no contractual restrictions on the Company's present or future ability
to pay dividends. Future dividend policy is subject to the discretion of the
Board of Directors and is dependent upon a number of factors, including
future earnings, capital requirements and the financial condition of the
Company.  The Colorado Corporation Code provides that a corporation may not
pay dividends if the payment would reduce the remaining net assets of the
corporation below the corporation's stated capital plus amounts constituting
a liquidation preference to other security holders.



<PAGE> 29

            ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS

Other than as described under "Promoters", no director or senior officer of
the Company and no person or company holding more than 10% of the Common
Shares, or any associate or affiliate thereof, has any material beneficial
interest in any transaction completed within three years prior to the date of
this prospectus or in any proposed transaction, which has or will materially
affect the Company.  See "Conflicts of Interest".

CONFLICTS OF INTEREST

The Company's directors and officers are, or may become, in their individual
capacities, officers, directors, controlling shareholders and/or partners of
other entities engaged in a variety of businesses.  Thus, there exist
potential conflicts of interest including, among other things, time, effort
and corporate opportunity, involved in participation with such other business
entities.  Each member of management will devote such effort and attention to
the Company as the Company requires.  There is presently no requirement
contained in the Company's By-Laws which requires that management of the
Company disclose to the Company business opportunities which come to their
attention.  The members of management do, however, have a fiduciary duty of
loyalty to the Company to disclose to the Company any business opportunities
in the Company's line of business which come to their attention in their
capacity as an officer or director of the Company or otherwise.  Excluded from
this duty are opportunities which the person learns about through his
involvement as a manager, officer or director of another business.  Richard
Nadeau, Jr. and James R. Simmons may face conflicts as officers and/or
directors of the Company and serving as a contractor providing legal services
to the Company through the law firm of Nadeau & Simmons, P.C., including but
not limited to issues of U.S. securities laws, corporate legal matters and
collection matters.

The Company intends to indemnify its officers and directors to the full extent
permitted by Colorado law. Under Colorado law, a corporation may indemnify its
agents for expenses and amounts paid in third party actions and, upon court
approval in derivative actions, if the agents acted in good faith and with
reasonable care. A majority vote of the Board of Directors, approval of the
stockholder or court approval is required to effectuate indemnification.
<PAGE> 30

Insofar as indemnification for liabilities arising under the Securities Act,
as amended, may be permitted to officers, directors or persons controlling the
Company, the Company has been advised that, in the opinion of the Securities
and Exchange Commission, such indemnification is against public policy as
expressed in such Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the Company of expenses incurred or paid by an officer, director or
controlling person of the Company in the successful defense of any action,
suit or proceeding) is asserted by such officer, director or controlling
person in connection with the securities being registered, the Company will,
unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in such Act and will be governed by the final adjudication of such
issue.

Transactions between the Company and its officers, directors, employees and
affiliates will be on terms no less favorable to the Company than can be
obtained from unaffiliated parties. Any such transactions will be subject to
the approval of a majority of the disinterested members of the Board of
Directors.

PROMOTERS

James R. Simmons, Richard Nadeau, Jr., Scott B. Adams and Kevin Gillis may be
considered to be promoters ("Promoters") of the Company as they took the
initiative in founding and organizing the Company.


                        ITEM 14.  CONTROLS AND PROCEDURES

Within the 90 days prior to the filing date of this report, the Company carried
out an evaluation, under the supervision and with the participation of the
Company's management, including the Company's Chief Executive Officer and Chief
Financial Officer, of the effectiveness of the design and operation of our
disclosure controls and procedures pursuant to Exchange Act Rule 13a-15. Based
upon that evaluation, the Company's Chief Executive Officer and Chief Financial
Officer concluded that the Company's disclosure controls and procedures were
effective as of the date of such evaluation.  There were no significant changes
in the Company's internal controls or in other factors that could significantly
<PAGE> 31

affect internal controls subsequent to the evaluation date. Disclosure controls
and procedures are controls and procedures that are designed to ensure that
information required to be disclosed in Company reports filed or submitted
under the Exchange Act is recorded, processed, summarized and reported within
the time periods specified in the Securities and Exchange Commission's rules
and forms.


                                     PART IV

                    ITEM 15. EXHIBITS AND REPORTS ON FORM 8-K

(a)  EXHIBITS

The following documents are filed herewith or have been included as exhibits
to previous filings with the Commission and are incorporated herein by this
reference:

      Exhibit No.           Exhibit

x     2.10                  Agreement and Plan of Share Exchange

x     2.11                  Articles of Share Exchange
#     3(a)                  Articles of Incorporation

#     3(b)                  Bylaws

#     4(a)                  Agreements Defining Certain Rights of
                            Shareholders

#     4(b)                  Specimen Stock Certificate

x     5.10                  Legal Opinion (Nadeau & Simmons, P.C.) -

                            Investment Representation Letter

      7                     Not applicable

      9                     Not applicable

<PAGE> 32

      11                    Not applicable

      14                    Not applicable


      16                    Not applicable

      21                    Not applicable


x     23.1                  Consent of Counsel
                            (contained in Exhibit 5.1)

##    24.1                  Consent of CPA.

      27                    Financial Data Schedule

      28                    Not applicable

##    99.1                  Safe Harbor Compliance Statement

x     99.2                  Certification Pursuant to Section 906 of the
                            Sarbanes-Oxley Act of 2002 (CEO)

x     99.3                  Certification Pursuant to Section 906 of the
                            Sarbanes-Oxley Act of 2002 (CFO)

__________________________

x     filed herewith

#     previously filed

##    incorporated herein by reference from Registrant's Definitive
      Information Statement, filed on Schedule 14C on June 12, 2000.


    (b)  REPORTS ON FORM 8-K

The Company did not file any reports on Form 8-K during the 2000 fiscal year.
<PAGE> 33

                                 SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this annual report on Form 10KSB to be signed on
its behalf by the undersigned hereunto duly authorized.

NORTHBOROUGH HOLDINGS

By:  /s/ James R. Simmons

________________________________
JAMES R. SIMMONS
President

Date: June 5, 2003

                           POWER OF ATTORNEY


KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature appears
below constitutes and appoints James R. Simmons, his true and lawful
attorneys-in-fact and agents with full power of substitution and
re-substitution, for then and in their name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective
amendments) to this registration statement and to file the same with all
exhibits thereto, and all documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully to all
intents and purposes as they might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or their
or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.

This power of attorney may be executed in counterparts.

Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities and on
the dates indicated.

<PAGE> 33

<TABLE>
<CAPTION>

SIGNATURE                     TITLE                  DATE
---------                     --------               -------------------------
<S>                           <C>                    <C>

/s/ Richard Nadeau, Jr.       President, Secretary   March 15, 2003

/s/ Scott B. Adams            VP, Treasurer          March 15, 2003

/s/ Kevin A. Gillis           Director               March 15, 2003

</TABLE>


                                 CERTIFICATION

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned,
being the Chief Executive Officer and the Chief Financial Officer of
Northborough Holdings, Inc. (the "Issuer"), respectively, hereby certify
that:

1. The 10-KSB Report of the Issuer for the fiscal year ended December 31, 2002
("10-K Report") fully complies with the requirements of Section 13(a) of the
Securities Exchange Act of 1934, and that

2. The 10-K Report fairly presents, in all material respects, the financial
condition and results of operations of the Issuer.


Date: June 5, 2003

NORTHBOROUGH HOLDINGS, INC.

By: /s/ James R. Simmons

JAMES R. SIMMONS,
Chief Executive Officer

By: /s/ Scott B. Adams

SCOTT B. ADAMS,
Chief Financial Officer