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, 2001

     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)
<PAGE> 2

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

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

         [ ]



<PAGE> 3

State issuer's revenues for its most recent fiscal year:

     $   405,397

As of December 31, 2001, 1,200,000 shares of the issuer's Common Stock
were outstanding.

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 15, 2001 for the
      quarter ending March 31, 2001;

      The Company's Form 10-QSB, filed August 20, 2001
      for the quarter ending June 30, 2001;

      The Company's Form 10-QSB, filed November 14, 2001 for
      the quarter ending September 30, 2001;

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.


<PAGE> 4

(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]


                                     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;

<PAGE> 5

-  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;

-  competitive conditions within the industry would not change materially
   or adversely;

-  demand for the Company's product 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.

<PAGE> 6

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") and Northborough Realty Holdings,
LLC, a Rhode Island limited liability company ("Realty") 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 five (5) 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.

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 by 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
<PAGE> 7

distressed real estate, securities and other properties for its own
account  and to manage for third party investors.  Realty is a realty
holding company which performs 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 and Realty was formed on July 11,
2001; the officers are currently the same individuals for both 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".

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.


<PAGE> 8

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
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
<PAGE> 9

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
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.



<PAGE> 10

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 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.
<PAGE> 11

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 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
<PAGE> 12

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 allows for competitive current returns and appreciation through
value-added activities.

Most Assets and Asset Portfolios the Company will purchase will be in
payment default when  acquired.  Once purchased, assumes 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.  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 have
established relationships with various financial institutions from which they
<PAGE> 13

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 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.

<PAGE> 14

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
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
<PAGE> 15

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.

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.




<PAGE> 16

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 the 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.

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 Mtn. Blvd., Colorado Springs, Colorado 80906. Realty's principal
office is at 1250 Turks Head Building, Providence, RI 02903.
<PAGE> 17

           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 leases space in 56 Pine Street,
Providence, Rhode Island and Holdings at .  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.

     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.




<PAGE> 18

           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


               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, 2001
                    =====================================
                          YEAR ENDING DECEMBER 31, 2001
                    =====================================

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
<PAGE> 19

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
<PAGE> 20

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.

Results of Operations

Assets

Cash decreased from $ 50,456 at December 31, 2000 to $ 12,341 at
December 31, 2001 due to operational expenses and purchase of collection
of Notes payable (see the corresponding increase in Notes Receivable and
Mortgage Loans and Other Receivables).  Mortgage Loans and Other Receivables
increased from $ 285,725 at December 31, 2000 to $ 765,125 at December 31,
2001 due to acquisition of Notes Receivable and Mortgage Loans.  An income
tax receivable of $24,105 resulted from an overpayment of federal income
taxes in 2001.  Other Assets remained unchanged $300 at December 31, 2001
and $ 300 at December 31, 2000.

<PAGE> 21

Liabilities and Equity

Notes Payable increased from $0 at December 31, 2000 to $ 339,900 at
December 31, 2001 as a result of borrowing on a Line of Credit.  Income Taxes
Payable decreased from $ 123,767 at December 31, 2000 to $0 at December 31,
2001 due to the payment of taxes from cash/see Income Tax Receivable Assets.
Members' Equity increased from $ 324,999 at December 31, 2000 to $ 485,941 at
December 31, 2001 due to the profitable operations of the Company.

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.


                         ITEM 8. FINANCIAL STATEMENTS


                 NORTHBOROUGH HOLDINGS, INC. AND SUBSIDIARY

                 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

                         DECEMBER 31, 2001 AND 2000


                                                            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>

                        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, 2001 and 2000, 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.


<PAGE>

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, 2001 and 2000,
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 25, 2002


<PAGE>


                 NORTHBOROUGH HOLDINGS, INC. AND SUBSIDIARIES

                           Consolidated Balance Sheets

<TABLE>
<CPTION>

                                                                    December 31,

                                                             2001                  2000

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

                                    ASSETS

<S>                                                       <C>                   <C>
Cash                                                      $   12,341            $  50,456
Notes Receivable (Note 2)                                          -              120,325
Mortgage Loans and Other Receivable, Net (Note 3)            765,125              258,725
Real Estate Under Operating Lease, Net (Notes 4 and 9)       154,910              158,893
Income Tax Receivable                                         24,105                    -
Other Assets (Note 5)                                            300                  300
                                                         -----------            ---------

Total Assets                                              $  956,781            $ 588,699
                                                         ===========           ==========

                               LIABILITIES AND EQITY

Liabilities:

  Note Payable, Bank (Note 5)                             $  339,990       $           -
  Income Taxes Payable (Note 6)                                    -             123,767
  Accrued Expenses                                            20,325              14,500
  Mortgage Note Payable(Note 7)                              108,875             122,783
  Security Deposit                                             2,650               2,650
                                                         -----------         -----------
  Total Liabilities                                          471,840             263,700

                                                         -----------         -----------
Equity: (Note 1A)
  Common Stock (Note 9)                                        1,200              1,200
  Additional Paid-In Capital                                 132,729            132,729
  Retained Earnings                                          351,012            191,070
                                                         -----------        -----------
  Total Equity                                               956,781            324,999
                                                         -----------        -----------
Total Liabilities and Equity                              $  956,781            588,699
                                                         ===========        ===========

</TABLE>

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


<PAGE>

                 NORTHBOROUGH HOLDINGS, INC. AND SUBSIDIARY

                     Consolidated Statements of Operations

<TABLE>
<CAPTION>

                                                            Years Ended December 31,
                                                              2001               2000
                                                            -----------        ------------

<S>                                                         <C>                <C>
Operating Revenues:
  Interest Income                                           $  229,537           305,204
  Fee and Other Income                                          24,577             9,803
  Gain on Disposition of Mortgage Loans                        151,283           140,689
                                                            ----------         -----------
  Total Operating Revenues                                     405,397           455,696

General and Administrative Expenses                            135,902            73,193
                                                            ----------         -----------

Income from Operations                                         269,495           382,503
                                                            ----------         -----------
Other Income (Expense):
  Rental Income, Net (Note 9)                                   20,298            21,011
  Interest Income on Cash                                          692             5,710
  Interest on Note Payable, (Note 5)                           (31,915)          (18,415)
                                                            ----------         -----------
  Total Other Income (Expense)                                 (10,925)            8,306
                                                           -----------        ------------

Income before Provision for Income Taxes                       258,570           390,809

Provision for Income Taxes (Note 6)                             98,628           123,767
                                                            ----------         -----------

Net Income                                                  $  159,942         $ 267,042
                                                            ==========         ===========

</TABLE>

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

<PAGE>

                NORTHBOROUGH HOLDINGS, INC. AND SUBSIDIARY

                Consolidated Statements of Changes in Equity

<TABLE>
<CAPTION>
                                                 Additional
                                  Common         Paid-In        Retained      Members'
                                  Stock          Capital        Earnings      Equity       Total
                                  -----------    -------------  ------------  -----------  ----------

<S>                               <C>            <C>            <C>           <C>          <C>
Balance, December 31, 1999        $         -    $           -  $          -  $  389,957   $  389,957
  Net Income Prior to Exchange
    of Members' Equity for
    Common Stock                            -                -             -      75,972       75,972
  Distributions to Members
    Prior to Exchange                       -                -             -    (332,000)    (332,000)
                                  -----------     ------------- ------------  ------------ -----------
    Subtotal Members' Equity                -                -             -     133,929      133,929

  Exchange of Members'
    Equity for Common Stock             1,200          132,729             -    (133,929)           -

  Net Income, After Exchange
    of Members' Equity
    for Common Stock                        -                -       191,070           -      191,070
                                  -----------     ------------  ------------  ------------ -----------
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
                                  ===========     ============  ============  ===========  ===========

</TABLE>
The accompanying notes are an integral part of
these consolidated financial statements.


<PAGE>

                 NORTHBOROUGH HOLDINGS, INC. AND SUBSIDIARY

                   Consolidated Statements of Cash Flows

<TABLE>
<CAPTION>
                                             Years Ended December 31,

                                             2001             2000
                                             ------------     ------------
<S>                                          <C>              <C>
Operating Activities:

  Net Income                                 $  159,942       $  267,042
                                             ------------     ------------
  Adjustments to Reconcile Net
    Income to Net Cash
   Provided by Operating Activities:
      Depreciation                                3,983            5,964
      Bad Debt Expense                                -            7,999
      Gain on Disposition of Mortgage Loans    (151,283)        (140,689)
  Change in Operating Assets and Liabilities:
    Mortgage Loans and Other Receivable        (355,117)         310,743
    Income Taxes Receivable                     (24,105)               -
    Accrued Expenses                              5,825             (500)
    Income Taxes Payable                       (123,767)         123,517
                                             ------------     ------------
      Total Adjustments                        (664,464)         307,034
                                             ------------     ------------
Net Cash Provided by (Used In)
  Operating Activities                         (484,522)         574,076
                                             ------------     ------------

Investing Activities:

  Notes Receivable Originated                   (25,000)         (75,000)
  Repayments on Notes Receivable                145,325           63,669
  Maturity of Certificate of Deposit                  -          100,000
  Other                                               -            4,700
                                              ------------    ------------
Net Cash Provided by Investing
  Activities                                    120,325           93,369
                                              ------------    ------------

Financing Activities:
  Net Change in Note Payable                    339,990          (37,000)
  Principal Payments on Mortgage Note Payable   (13,908)         (13,899)
  Distributions to Members                            -         (572,000)
                                              ------------    ------------
Net Cash Provided by (Used in)
  Financing Activities                          326,082         (622,899)
                                              ------------    ------------

Increase (Decrease) in Cash                     (38,115)          44,546

Cash, Beginning of Year                          50,456            5,910
                                              ------------    ------------

Cash, End of Year                              $ 12,341           50,456
                                              ============    ============

Supplemental Disclosures of Cash Flow
 Information:

  Cash Paid During the Year for Interest       $ 29,804        $  3,999
                                             ============     ============
</TABLE>

Supplemental Disclosures of Non-Cash Investing and Financial Activities:

  During 2000 the Company issues common stock of $1,200 and recorded additional
  paid-in capital of $132,729 in an exchange for members' equity as part of a
  reorganization of the Company.

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

<PAGE>
                   NORTHBOROUGH HOLDINGS, INC. AND SUBSIDIARIES

                    Notes to Consolidated Financial Statements

                            December 31, 2001 and 2000

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)
and Northborough Realty Holdings, LLC (NRH), Rhode Island
limited liability companies.

NHI was organized on November 20, 1999 to become the holding
company for NCP.  On March 13, 2000, NHI acquired full
ownership of NCP in an exchange of common stock and additional
paid-in capital for members' equity.

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 was organized on July 11, 2001 as a subsidiary of NHI to
hold real property located in Concord, NH and the related
mortgage note payable.

NHI, NCP, and NRH 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 and operates a rental property
acquired in a foreclosure transaction.

<PAGE>

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

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, 2001 there are no outstanding notes
receivable originated by the Company. At December 31, 2000 management
believed that the value of such collateral is in excess of the notes
receivable and therefore, no allowance was provided.

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, 2001 and 2000 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.


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

F.	Income Taxes:

The Company's provision for income taxes for 2001 is based on
the distributive income of NCP and NRH to NHI.  All activity
of NCP and NRH will be reported on the income tax return of
NHI as NCP and NRH are disregarded as entities separate from NHI.

The Company's provision for income taxes for 2000 is based on
NHI's share of the distributive income of NCP.  NCP net income
for 2000 was allocated between the period prior to and subsequent
to the acquisition of NCP by NHI (see Note 1A) based on the
per-share, per-day ownership of NCP.  Upon the acquisition of
NCP by NHI, NCP became disregarded as an entity separate from
NHI for income tax purposes.

Prior to the acquisition of NCP by NHI on March 13, 2000, NCP,
by unanimous consent of its members, elected to be treated as
a partnership for income tax purposes and as such was not taxed.
Under subchapter K of the Internal Revenue Code each member was
taxed separately on their distributive share of the Company's
income whether or not that income was actually distributed.

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, 2000:

10.00% note receivable of $56,000 due in
monthly principal installments of $467 plus
interest from July 1, 1998 to May 1,2001.  The
note is due in full June 1, 2001.  Secured by
real estate, personal guarantee and other business
assets.	          	                                   $  41,325

2.	Notes Receivable: (Continued)

14.00% note receivable of $20,000 due in monthly principal
installments of $1,000 from November 1, 1999 through
June 1, 2001, plus interest.  Secured by real estate, other
business assets, and a personal guarantee.                    4,000

16.00% note receivable of $75,000 due in monthly
payments of interest only.  The remaining principal
and interest on the loan is due in full January 2001.
Secured by real estate, other business assets, and a
personal guarantee.                                          75,000

       Total Notes Receivable                             $ 120,325

3.	Mortgage Loans and Other Receivable, Net:

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

                                                  2001    	    2000
Original Principal Amount                     $ 1,738,315	 $  407,720
Unamortized Discount                             (973,190)	   (148,995)
Mortgage Loans and Other Receivable, Net	    $   765,125	 $  258,725

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

<TABLE>
<CAPTION>
					            Principal    Unamortized
					              Amount       Discount
<S>                                       <C>          <C>
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
     Totals                               $1,738,315  $   973,190

3.	Mortgage Loans and Other Receivable, Net: (Continued)

     Original loans consist of the following at December 31, 2000:

                                           Principal    Unamortized
                                             Amount       Discount
9.05% mortgage loan, due 1998             $  191,220  $       635
10.00% mortgage loan, due 2002               144,261      110,600
10.50% mortgage loan, due 2012                34,713       24,641
10.50% mortgage loan, due 2002                 7,441        3,034
Other non-interest bearing
secured receivable, due 1995                  30,085       10,085
     Totals                               $  407,720  $   148,995

</TABLE>

The discounts are based on imputed interest rates ranging from
7.28% to 11.00%.

4.	Real Estate Under Operating Lease, Net:

	Real estate under operating lease consists of the following:

<TABLE>
<CAPTION>
                                             2001        2000
<S>                                       <C>         <C>
Land and Land Improvements                $    60,075 $   60,075
Building and Improvements                     114,500    114,500
Subtotal                                      174,575    174,575
Less Accumulated Depreciation                  19,665     15,682
Real Estate Under Operating Lease, Net    $   154,910 $  158,893

</TABLE>

The Company is a lessor of the above real estate (see Note 9.)

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 7.25% at
December 31, 2001.  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.

5.	Note Payable:  (Continued)

Prior to entering into the revolving credit facility agreement
described above, the Company had a combined $1,000,000 credit
facility consisting of a $750,000 demand line-of-credit and
$250,000 available on a term loan arrangement with a local bank.
Interest on the demand line-of-credit was payable monthly at
the lender's base rate, which was 9.50% at December 31, 2000.
The demand line of credit and term loan were closed in 2001.

6.	Provision for Income Taxes:

The components of the provision for income taxes are as follows:
<TABLE>
<CAPTION>
                                                   2001         2000
           <S>                                   <C>            <C>
           Current:
           Federal                               $   74,850     $  95,141
           State                                     23,778        28,626
           Total Provision for Income Taxes      $   98,628     $ 123,767
</TABLE>

7.	Mortgage Note Payable:

The mortgage is due to a local bank in monthly principal
installments of $1,159 plus interest at 8.59%.  A final
installment of principal and interest is due September 30, 2004.
The mortgage includes certain covenant provisions including, but
not limited to, maintenance of the property, insurance coverage
and the maintenance of an operating cash flow to debt service
ratio.  Interest expense on all debt was $42,689 and $29,804 at
December 31, 2001 and 2000, respectively.  The mortgage note
payable matures as follows:


                           Year ending December 31,

                           2002          $   13,908
                           2003              13,908
                           2004              81,059
		                              $ 108,875


8.	Capital Stock:

The capital stock of the Company at December 31, 2001 and 2000 is as follows:

<TABLE>
<CAPTION>
					                     2001          2000
<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.

    9.	Rental Income:

The Company leases its land, building and improvements
(see Note 4) under an operating lease.  The initial five-year
term of the lease expires December 31, 2002.  The lease is
renewable, at the lessee's option, for one additional five-year
term.  The base monthly rent was $3,250 and $3,050 for 2001 and
2000, respectively, and it increases $200 per year during the
initial lease term.  Rental income for the years ended
December 31, 2001 and 2000 was $46,506 and $44,577, respectively
and is presented net of depreciation, property taxes, mortgage
interest (see Note 7), and repair and maintenance charges.  The
initial lease term includes a provision for additional rent based
on the cost of land improvements incurred by the Company.

Future minimum rental receipts under this operating lease are
$49,054 for the year ending December 31, 2002.

<PAGE> 22

             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> 23

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 the both the directors and the executive officers of the Company.


<TABLE>
<CAPTION>

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

James R. Simmons        37                 President, CEO, Director


Richard Nadeau, Jr.     41                 Vice President, Director,
                                           Secretary

Scott B. Adams          37                 Vice President, Director,
                                           Treasurer

Kevin A. Gillis         42                 Director

</TABLE>

All current directors hold office until the 2002 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.


<PAGE> 24

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
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
<PAGE> 25

    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 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
<PAGE> 26

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.

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
<PAGE> 27

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
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.
<PAGE> 28

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
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,
<PAGE> 29

 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

-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.

-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> 30

(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, 2002 will be
paid until the earlier of July 1, 2002 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>

<PAGE> 31

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

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





<PAGE> 32

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.

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 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth as of December 31, 2000, 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, 2001 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".


<PAGE> 33

                             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

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.
<PAGE> 34

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.


            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.

<PAGE> 35

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.

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.


                                     PART IV

                    ITEM 14. 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:

<PAGE> 36

      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


      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

<PAGE> 37


      28                    Not applicable

##    99.1                  Safe Harbor Compliance Statement
____________________________

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.

                                 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: March 15, 2002







<PAGE> 38

                           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.

<TABLE>
<CAPTION>

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

/s/ Richard Nadeau, Jr.       President, Secretary   March 15, 2001

/s/ Scott B. Adams            VP, Treasurer          March 15, 2001

/s/ Kevin A. Gillis           Director               March 15, 2001

</TABLE>


<PAGE> 39


                    SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, D.C. 20549


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

                                 EXHIBITS

                                    TO

                                FORM 10-KSB

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


                        NORTHBOROUGH HOLDINGS, INC.

                               EXHIBIT INDEX

     (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


#     3(a)                  Articles of Incorporation

#     3(b)                  Bylaws

#     4(a)                  Agreements Defining Certain Rights of
                            Shareholders

#     4(b)                  Specimen Stock Certificate



<PAGE> 40

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

                            Investment Representation Letter

      7                     Not applicable

      9                     Not applicable


      11                    Not applicable

      14                    Not applicable


      16                    Not applicable

      21                    Not applicable

x     23.1                  Consent of Counsel
                            (contained in Exhibit 5.1)

x     24.1                  Consent of CPA.

      27                    Financial Data Schedule

      28                    Not applicable

x     99.1                  Safe Harbor Compliance Statement
____________________________

x     filed herewith

#     previously filed