U.S. SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549
                                  FORM 10-KSB/A

     Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934. For the Fiscal Year ended MARCH 31, 2002.

                        Commission File number: 811-0969

                    THE FIRST CONNECTICUT CAPITAL CORPORATION
             ------------------------------------------------------
             (Exact name of Registrant as Specified in its Charter)

           CONNECTICUT                                     06-0759497
    ------------------------                          -------------------
    (State of Incorporation)                             (IRS Employer
                                                      Identification No.)

 1000 BRIDGEPORT AVENUE, SHELTON, CONNECTICUT                 06484
 --------------------------------------------               ---------
  (Address of principal executive offices)                  Zip Code

Registrant's telephone number     (203) 944-5400
                                  --------------

Securities registered under Section 12(b) of the Exchange Act: NONE

Name of each exchange on WHICH REGISTERED: NONE

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

                                 TITLE OF CLASS
                                 --------------
                                     COMMON

Check whether the registrant (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 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 pursuant to Item 405 of
Regulation S-B is not contained herein, and will not 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. [ X ]

Registrant's revenues for its most recent fiscal year:  $1,220,000

The aggregate market value of the voting stock held by non-affiliates of the
registrant as of June 5, 2002 based on the closing sales price of such stock on
such date was approximately $641,000

Check whether the registrant has filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court. Yes       No
                                                ------    ------

The number of shares outstanding of the registrant's common stock as of June 5,
2002 was 1,173,382.

                      DOCUMENTS INCORPORATED BY REFERENCE:
The following documents are hereby incorporated by reference into the following
Parts of this Form 10-KSB: (1) financial statements as of and for the fiscal
years ended March 31, 2002 and 2001, and Independent Auditors' Report is
incorporated by reference into Part II Item 7.


<PAGE>

                                TABLE OF CONTENTS


PART I                                                                     PAGE
------                                                                     ----

   Item 1 - Description of Business.....................................  1 - 5

   Item 2 - Description of Property.....................................      5

   Item 3 - Legal Proceedings...........................................      5

   Item 4 - Submissions of Matters to a Vote of Security Holders........      5


PART II
-------

   Item 5 - Market for Common Equity and Related Stockholder Matters....  5 - 6

   Item 6 - Management's Discussion and Analysis of Financial
                Condition and Results of Operations..................... 6 - 20

   Item 7 - Financial Statements........................................     20

   Item 8 - Changes in and Disagreements With Accountants
              on Accounting and Financial Disclosure....................     21


PART III
--------

   Item 9 - Directors, Executive Officers, Promoters and Control Persons;
             Compliance with Section 16(a) of the Exchange Act .........21 - 22

   Item 10 - Executive Compensation.....................................     22

   Item 11 - Security Ownership of Certain Beneficial Owners and
    Management..........................................................22 - 24

   Item 12 - Certain Relationships and Related Transactions.............24 - 26

   Item 13 - Exhibits and Reports on Form 8-K...........................     26


SIGNATURES..............................................................     27

<PAGE>


THE FIRST CONNECTICUT CAPITAL CORPORATION (FORM 10KSB AMENDED)

                                     PART I


EXPLANATORY STATEMENT

     The Corporation has amended the 10-KSB filing as a result of a review
performed by the SEC in connection with the proposed proxy filing. The amended
10-KSB includes additional disclosures in connection with the Corporation's loan
portfolio and lending activities.

ITEM 1.  DESCRIPTION OF BUSINESS

FORWARD-LOOKING INFORMATION

     This annual report and other reports issued by The First Connecticut
Capital Corporation ("FCCC or the Corporation"), including reports filed with
the Securities and Exchange Commission, may contain "forward-looking" statements
that deal with future results, plans or performances. In addition, FCCC's
management may make such statements orally, to the media, or to securities
analysts, investors or others. Forward-looking statements deal with matters that
do not relate strictly to historical facts. FCCC's future results may differ
materially from historical performance and forward-looking statements about
FCCC's expected financial results or other plans are subject to a number of risk
and uncertainties. These include but are not limited to possible legislative
changes and adverse economic, business and competitive developments such as
shrinking interest margins, investment outflows, reduced demand for loans,
changes in accounting policies and guidelines, or monetary and fiscal policies
of the federal government, changes in credit and other risks posed by FCCC loans
and investment portfolios, technological, computer-related or operational
difficulties, adverse changes in security markets, results of litigation or
other significant uncertainties.

GENERAL

     The Corporation is engaged in the mortgage banking business, which involves
the origination, purchase, sale and servicing of mortgage loans secured by
residential or commercial real estate. The Corporation's revenues consist of
loan servicing fees, loan origination fees, interest on mortgage loans held
prior to sale, gains from the sale of loans and mortgage servicing rights.
Mortgage loans, which are originated or purchased by the Corporation, may be
resold.

     The Corporation also engages in mortgage servicing of its own Portfolio
Loan Program, which includes the processing and administration of mortgage loan
payments and remitting principal and interest to purchasers. The Corporation
also monitors delinquencies, collects late fees, manages foreclosures, processes
prepayments and loan assumption fees, provides purchasers with required reports,
and answers borrowers' inquiries. Although the management plans, from time to
time, to sell a portion of its mortgages originated, management intends to build
the size of its mortgage servicing portfolio by retaining the servicing rights
from a large share of its mortgage loan originations.

                                       1

<PAGE>

     As of April 30, 2002, the Corporation serviced a total portfolio of
approximately $15,219,000, as listed below:

     Portfolio Loan Program                       $ 9,271,000
     First Connecticut Capital Mortgage Fund "A"    4,394,000
     First Connecticut Capital Mortgage Fund "B"    1,554,000
                                                 ------------
                                                  $15,219,000

HISTORY

     The Corporation (formerly The First Connecticut Small Business Investment
Company) was incorporated on May 6, 1960 as a federally licensed small business
investment company under the Small Business Investment Act of 1958 and was
registered as an investment company under the Investment Company Act of 1940.
The Corporation's prior business consisted of providing long-term loans to
finance the growth, expansion and development of small business concerns.

     On August 15, 1990, the Corporation filed a petition for relief under
Chapter 11 of the federal bankruptcy laws in the United States Bankruptcy Court.
On October 18, 1991, the Corporation filed a plan of reorganization (the "Plan")
with the United States Bankruptcy Court. The Plan was confirmed as of January 9,
1992. Under the Plan, the Corporation was required to surrender its license to
operate as a small business investment company.

     On June 29, 1993, the Corporation's application for deregistration under
the Investment Company Act of 1940 was approved by the Securities and Exchange
Commission.

     On December 15, 1993, the Corporation sold substantially all of its
outstanding investment portfolio to Walsh Securities for an amount sufficient to
settle substantially all of the Company's liabilities under the Plan. As part of
this transaction, restrictions under the Plan regarding the Corporation's
lending activities were waived.

     The Corporation was granted a license by the State of Connecticut
Department of Banking to engage in business as a First Mortgage
Loan-Lender/Broker on April 8, 1994. The Corporation is also licensed by the
State of Connecticut as a Second Mortgage Lender/Broker.

     On December 28, 1994, the United States Bankruptcy Court issued a final
decree closing the Chapter 11 case of the Corporation.

     During the past fiscal year the Corporation has elected not to renew its
license in the State of Massachusetts, but rather expand its loan program in
Connecticut.

                                       2
<PAGE>

SEASONALITY

     The Corporation's business and the mortgage banking industry as a whole is
generally subject to seasonal trends which reflect a pattern of home sales and
resales. Loan originations typically peak during the spring and summer seasons
and decline from mid-November through January. Prior to January 1996, the
Corporation focused its efforts on refinances of mortgages on residential
properties, which was generally the case throughout the industry. Since January
1996, the Corporation has expanded its Portfolio Loan Program to include
short-term mortgages for construction, remodeling and additions, as well as
bridge financing and land acquisitions. These loans are predominately
collateralized by first mortgage liens on residential properties and are sold to
qualified investors, the limited partnerships as defined below with fees
retained for servicing or assigned to Hudson United Bank under its credit line
facility as a collateral pledge.

COMPETITION

     The Corporation competes with other mortgage bankers, mortgage brokers,
state and national banks, thrift institutions and insurance companies for loan
originations and purchases. Many of its competitors have substantially greater
financial resources than the Corporation. The Corporation competes for loan
originations, in part, based on price, through print and electronic media
advertising campaigns, by telemarketing to potential borrowers, and by
maintaining close relationships with mortgage brokers, real estate brokers,
builder-developers, accountants and attorneys.

REGULATION

     The Corporation is not presently an approved seller/servicer for the
Government National Mortgage Association ("GNMA"), the Federal National Mortgage
Association ("FNMA"), or the Federal Home Loan Mortgage Corporation ("FHLMC"),
nor is the Corporation an approved issuer and servicer under GNMA, FNMA or FHLMC
mortgage-backed securities programs. The Corporation is not qualified to
originate mortgage loans insured by the Federal Housing Administration (the
"FHA") or partially guaranteed by the Veterans Administration (the "VA"). The
Corporation does not presently intend to apply for such approvals or
qualifications. Accordingly, the Corporation is not currently subject to the
rules and regulations of these agencies with respect to originating, processing,
selling and servicing mortgage loans, but may become subject to such rules and
regulations should the Corporation become an approved issuer, seller or servicer
for any of these agencies. Such rules and regulations would, among other things,
prohibit discrimination and establish underwriting guidelines that include
provisions for inspections and appraisals and require credit reports on
prospective borrowers, and with respect to VA loans, fix maximum interest rates.

     The Corporation's mortgage loan origination activities are subject to the
Equal Credit Opportunity Act, the Federal Truth-In-Lending Act, the Real Estate
Settlement Procedures Act and the regulations promulgated there under which
prohibit discrimination and require the disclosure of certain information to
borrowers concerning credit and settlement costs. Additionally, the sale of
mortgage loans by the Corporation to purchasers may be subject to applicable
federal and state securities laws.

     There are various state laws affecting the Corporation's mortgage banking
operations, including licensing requirements and substantive limitations on the
interest and fees that may be charged. The Corporation is in possession of all
required licenses in those states in which it does business that require such
licenses, except where the absence of such licenses are not material to the
business and operations as a whole. States have the right to conduct financial
and regulatory audits of the loans under their jurisdiction.

                                       3
<PAGE>


PERSONNEL

     As of April 30, 2002, the Corporation had 5 employees (including Lawrence
R. Yurdin its President), all of whom were employed at the Corporation's
headquarters in Shelton, Connecticut. Management of the Corporation believes
that its relations with its employees are good.

INVESTMENT POLICIES

     (i)     Investments in real estate - The Corporation does not invest in
             real estate or interests in real estate but may acquire real estate
             by foreclosure of mortgage loans owned by the Corporation or by
             deed in lieu of foreclosure. Primarily such properties would
             consist of 1-4 family dwellings or unimproved building sites.
             Management of the Corporation does not intend to cause the
             Corporation to own or operate properties for an extended period of
             time but rather its policy is to sell such properties at fair value
             as soon as possible.

     (ii)    Investments in real estate mortgages - The Corporation intends to
             originate first or second real estate mortgages and sell certain of
             these mortgages as promptly as practicable to interested
             purchasers, retaining the application fees and servicing rights.
             Maturities of mortgages not sold will typically range from one to
             two years.

     (iii)   Management of the Corporation currently does not intend to cause
             the Corporation to invest in the securities of, or interests in,
             persons or entities that are primarily engaged in real estate
             activities.

SUBSEQUENT EVENTS; RECENT DEVELOPMENTS

     Subsequent to the fiscal period covered by this report, the Corporation
entered into definitive negotiations with respect to the sale by the Corporation
of all or substantially all of its assets to, and the assumption of all of the
Corporation's liabilities by, members of management and the board of directors.
Management (which is included in the group that comprises the prospective
purchaser, of which Lawrence R. Yurdin, the Corporation's President, is a Member
and Manager) believes that there is substantial likelihood that the parties will
arrive at mutually agreeable terms for the transaction, after which the
Corporation will submit the proposed transaction to the stockholders for their
consideration and approval or disapproval.

                                       4
<PAGE>


     The Corporation is also engaged in definitive negotiations with certain
private investors who are not presently affiliates of the Corporation with
respect to the possible sale by the Corporation of shares of its common stock
and warrants to purchase common stock, together with a contractual undertaking
to permit the investors to manage the business and strategic operations of the
Corporation subsequent to the sale of the business assets described in the
preceding paragraph. Management of the Corporation believes that there is
substantial likelihood that the parties will arrive at mutually agreeable terms
for such transactions.

ITEM 2.  DESCRIPTION OF PROPERTY

     The Corporation is located at 1000 Bridgeport Avenue, Shelton, Connecticut.
The office contains 1,772 square feet of space, which the Corporation currently
leases from an unaffiliated party pursuant to a renewed 5-year lease expiring
December 31, 2007.

ITEM 3.  LEGAL PROCEEDINGS

         None.

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

         None.

                                    PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

     The Corporation's Common Stock is traded on the over the counter, and the
low bid and high ask prices of the Corporation's stock are quoted on the OTC
Bulletin Board under the symbol FCCC.

     Following are the low bid and high ask prices for the Corporation's Common
Stock during the fiscal years ended March 31, 2002 and 2001 as quoted on the OTC
Bulletin Board.


                                       5
<PAGE>


                                             LOW                      HIGH
     2002                                   -----                    ------
     ----
     First Quarter                          $ .65                     $ .86
     Second Quarter                           .65                      1.10
     Third Quarter                            .65                       .75
     Fourth Quarter                           .64                       .66

                                             LOW                      HIGH
     2001                                   -----                    ------
     First Quarter                          $ .60                     $ .64
     Second Quarter                           .57                       .67
     Third Quarter                            .40                       .59
     Fourth Quarter                           .40                       .55

     The approximate number of stockholders of record on June 5, 2002 was 1,130
and the Corporation estimates that it has a total of approximately 1,350
beneficial shareholders. The closing bid quotation of the Corporation's Common
Stock on that date was approximately $.60. The Corporation has not paid any
dividends on its Common Stock since April 27, 1990. The Corporation currently
intends to retain earnings for use in its business and does not anticipate
paying cash dividends in the foreseeable future.

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS

FINANCIAL REVIEW

     This financial review presents management's discussion and analysis of the
financial condition and results of operations of the Corporation and should be
read in conjunction with the financial statements and other financial data. In
connection with the following discussion, see "Forward-Looking Information" in
Item 1 of this document regarding forward-looking statements and factors that
could impact the business financial prospects of the Corporation.

SIGNIFICANT ACCOUNTING POLICIES

     There are a number of accounting policies that the Corporation has
established which require management to use judgment. Two of the more
significant policies are as follows:

  o      Establishing the amount of the allowance for loan losses requires the
         use of management judgment. Management evaluates the Corporation's
         assets at least quarterly, and reviews their risk components as a part
         of that evaluation. If we misjudge a major component of our loans and
         experience a loss, it will likely affect our earnings. We consistently
         challenge ourselves in the review of the risk components to identify
         any changes in trends and their cause.

                                       6
<PAGE>

  o      Another valuation that requires management judgment relates to mortgage
         servicing rights. Essentially, mortgage servicing rights are
         established on mortgage loans that we originate and sell. We allocate a
         portion of a loan's book basis to mortgage servicing rights when a loan
         is sold, based upon its relative fair value. The fair value of mortgage
         servicing rights is the present value of estimated future net cash
         flows from servicing relationships using current market assumptions for
         prepayments, servicing costs and other factors. As the loans are repaid
         and net servicing revenue is earned, mortgage servicing rights are
         amortized into expense. Net servicing revenue is expected to exceed
         this amortization expense. However, if our actual prepayment experience
         exceeds what we originally anticipated, net servicing revenue may be
         less than expected and mortgage servicing rights may be impaired. This
         impairment would be recorded as a charge to earnings.

ANALYSIS OF FINANCIAL CONDITION:

     CASH AND CASH EQUIVALENTS - Cash and cash equivalents for the years ended
March 31, 2002 and 2001 are $437,000 and $232,000 respectively. The increase of
$205,000 for the year ended March 31, 2002 was as a result of maturing loans and
loans not yet originated.

     RESTRICTED CASH - The decrease in restricted cash for the years ended March
31, 2002 of $44,000 was the result of a letter of credit agreement no longer
requiring a compensating cash balance in 2002.

     LOANS - Loans as of March 31, 2002 and 2001 was $2,172,000 and $2,366,000,
respectively. The decrease of $194,000 was due to an increase of new investors
and the increase of loans originations and sold to individuals, corporations and
Partnership A and B.

     LOANS HELD FOR SALE - Loans held for sale as of March 31, 2002 and 2001 was
$1,355,000 and $923,000, respectively. The increase of $432,000 was due to an
increase in loan originations and loans retained by the Corporation.

     LOANS DUE FROM RELATED PARTIES - Loans due from related parties at year
ended March 31, 2002 as compared to year ended March 31, 2001 increased by
$175,000. This increase is due to a loan origination of $225,000 made to a
director of the Corporation during the year ended March 31, 2002 and the payoff
and maturity of a $50,000 loan made in year 2001 to a director.

     DUE FROM PARTNERSHIPS - The increase of $92,000 in due from partnerships is
the result of an accrual at year ended March 31, 2002 which represents the
servicing fees owed from Partnership A. No such accrual was made in year ended
March 31, 2001, as it was not material to our financial condition.

                                       7
<PAGE>

     DEFERRED TAX ASSET - The deferred tax asset results from net operating loss
carryforwards (NOLS). Management has evaluated the available information about
future taxable income. The valuation allowance reduces the deferred tax asset to
management's best estimate of the amount of such deferred tax asset that more
likely than not will be realized. It is management's estimation that the
Corporation will be able to earn approximately $840,000 over the next eight
years (expiration of the NOL utilization periods), and thereby utilizing the net
deferred tax asset. This estimate has been based on the Corporations two past
fiscal years earnings. It is management's belief that the Corporation has
conservatively estimated its future net income over next eight years as the
Corporation continues to grow its mortgage business and keep its cost structures
constant. The past three years earnings were as follows:

  o      FY 2002 - $360,000.
  o      FY 2001 - $(308,000) (after the one time $520,000 loan impairment
         charge for the three old SBIC loans that were deemed to be impaired in
         2001).
  o      FY 2000 - $134,000.

     This deferred tax asset could be impaired if the Corporation were to change
ownership or if management were to purchase the assets and liabilities of the
Corporation (see Plan of Operation).

The components of the net deferred tax asset at March 31 are as follows:

                                                   2002                2001
                                                   ----                ----
     Deferred tax asset:
      Net operating loss carryforwards         $ 2,558,000        $ 2,674,000
      Loan loss reserves                           178,000            180,000
      Valuation allowance                       (2,486,000)        (2,300,000)
                                               -----------        -----------
         Net deferred tax asset                $   250,000        $   554,000
                                               ===========        ===========

     LINE OF CREDIT - As of March 31, 2002 and 2001 the balance on the
Corporation's line of credit has remained stable, due to other sources of
funding.

     ACCOUNTS PAYABLE TO RELATED PARTIES - The increase of $203,000 in accounts
payable to related parties is due to a wire transfer of funds clearing on April
3, 2002 for a loan that closed on March 25, 2002. The funds are due to the
attorney who closed the loan. The attorney is also a board member.

     ACCOUNTS PAYABLE AND OTHER ACCRUED EXPENSES - As of year ended March 31,
2002 and year ended March 31, 2001 the accounts payable and other accrued
expenses were $94,000 and $30,000, respectively. The increase of $64,000 is
primarily due to professionals fees, which includes legal, accounting and
auditing fees.

ANALYSIS OF LENDING ACTIVITIES:

     AVERAGE BALANCE SHEET AND YIELD/RATE ANALYSIS - The following tables
presents the Corporation's financial information regarding its financial
condition and net interest income for years ended March 31, 2002 and 2001. The
table presents the average yield on interest-earning assets and the average
costs of interest bearing liabilities for the period indicated. The yields and
costs are derived by dividing income or expenses by the average of
interest-earning assets or interest-bearing liabilities respectively, for the
periods indicated. The average balances are derived from quarterly balances over


                                       8
<PAGE>

the period indicated. Interest income includes fees, which we considered
adjustments to yield. Net interest spread is the difference between the yield on
interest-earning assets and the rate paid on interest bearing liabilities. Net
interest margin is derived by dividing net interest income by net
interest-earning assets. No tax-equivalent adjustments have been made, as the
Corporation has no investments that are tax exempt.

<TABLE>
<CAPTION>

                AVERAGE BALANCE SHEET, INTEREST EARNED AND RATE PAID FOR YEAR ENDED MARCH 31, 2002
                ----------------------------------------------------------------------------------
                                                                                Interest
     Average
                                                                AVERAGE           EARNED          YIELD
INTEREST-EARNING ASSETS (1):                                 -------------    -------------    -------------
---------------------------
<S>                                                          <C>              <C>                       <C>
Cash and cash equivalents                                    $     312,000    $       7,000             2.24%
Loans, net                                                       2,328,000          436,000            18.73%
Loans due from related parties                                      56,000            6,000            10.71%
Loans held for sale                                              1,247,000          219,000            17.56%
Due from partnerships                                               23,000            2,000             8.70%
                                                             -------------    -------------
     Total average interest-earning assets                       3,966,000          670,000            16.89%

Non-interest earning assets                                        638,000
                                                             -------------
     Total average assets                                       $4,604,000
                                                             =============
INTEREST-BEARING LIABILITIES:
-----------------------------

Line of credit                                               $   2,362,000    $     242,000            10.25%
                                                             -------------    -------------
NON INTEREST-BEARING LIABILITIES:
---------------------------------

Accounts payable to related parties                                 50,000
Accounts payable & other accrued expenses                           91,000

     Total non interest bearing liabilities                        141,000
                                                             -------------

     Total average liabilities                                   2,503,000
                                                             -------------

     Total average stockholders equity                           2,101,000
                                                             -------------

     Total average liabilities and
      stockholders equity                                    $   4,604,000
                                                             =============

Net interest income and net interest rate spread (2)                          $     428,000             6.64%
                                                                              =============    =============
Net interest-earning assets
 and net interest margin (3)                                 $   1,604,000                             10.79%
                                                             -------------                     -------------
Average interest-earning assets to
 average interest-bearing liabilities                                                                  1.679
                                                                                               =============
<FN>

(1)  For the purpose of these computations, non-accruing loans and loans held
     for sale are included in the average loans outstanding.
(2)  Included in net interest income is $7,000 of interest earned on a money
     market account that has been included within other fees in the statement of
     income. In addition, included in net interest income are loan fees of
     $173,000. Interest rate spread is the difference between the average yield
     in interest-earning assets and the average rate on interest-bearing
     liabilities.
(3)  Net interest margin is determined by dividing net interest income by total
     average interest-earning assets.

</FN>
</TABLE>

                                       9
<PAGE>

<TABLE>
<CAPTION>

                AVERAGE BALANCE SHEET, INTEREST EARNED AND RATE PAID FOR YEAR ENDED MARCH 31, 2002
                ----------------------------------------------------------------------------------
                                                                                Interest
     Average
                                                                AVERAGE           EARNED          YIELD
INTEREST-EARNING ASSETS (1):                                 -------------    -------------    -------------
---------------------------
<S>                                                          <C>              <C>              <C>
Cash and cash equivalents                                    $     276,000    $       9,000             3.26%
Loans, net                                                       2,206,000          431,000            19.53%
Loans held for sale                                                838,000          158,000            18.85%
                                                             -------------    -------------

     Total average interest-earning assets                       3,320,000          598,000            18.01%
                                                             -------------    -------------

Non-interest earning assets                                        775,000
                                                             -------------
     Total average assets                                    $   4,095,000
                                                             =============
INTEREST-BEARING LIABILITIES:
-----------------------------
Line of credit                                               $   1,602,000    $     195,000            12.17%
                                                             -------------    -------------     ------------

NON INTEREST-BEARING LIABILITIES:
---------------------------------

Accounts payable & other accrued expenses                           31,000
                                                             -------------

     Total average liabilities                                   1,633,000
                                                             -------------

     Total average stockholders equity                           2,462,000
                                                             -------------
     Total average liabilities and
      stockholders equity                                    $   4,095,000
                                                             =============

Net interest income and net interest rate spread (2)                          $     403,000             5.84%
                                                                              =============     ============
Net interest-earning assets
  and net interest margin (3)                                $   1,718,000                             12.14%
                                                             -------------                      ------------
Average interest-earning assets to
   average interest-bearing liabilities                                                                2.072
                                                                                                ============

                                       10
<PAGE>

<FN>

(1)  For the purpose of these computations, non-accruing loans and loans held
     for sale are included in the average loans outstanding.
(2)  Included in net interest income is $9,000 of interest earned on a money
     market account that has been included within other fees in the statement of
     income. In addition, included in net interest income are loan fees of
     $199,000. Interest rate spread is the difference between the average yield
     in interest-earning assets and the average rate on interest-bearing
     liabilities.
(3)  Net interest margin is determined by dividing net interest income by total
     average interest-earning assets.
</FN>
</TABLE>

RATE VOLUME ANALYSIS OF NET INTEREST INCOME - The following table presents the
extent to which changes in interest rates and changes in the volume of
interest-earning assets and interest-bearing liabilities have affected our
interest income and interest expense during the periods indicated. Information
is provided in each category with respect to:

     1)  changes attributable to changes in volume (change in volume multiplied
         by prior rate);

     2)  changes attributable to change in rate (change in rate multiplied by
         prior volume); and

     3)  the net change.

The changes attributable to the combined impact of the volume and rate have been
allocated proportionately to the changes due to volume and the changes due to
rate.

                                       11

<PAGE>

<TABLE>
<CAPTION>
                                       Year Ended                                     Year Ended
                                      March 31, 2002                                March 31, 2001
                                  Versus March 31, 2001                          Versus March 31, 2000
                                INCREASE (DECREASE) DUE TO:                    INCREASE (DECREASE) DUE TO:
                           -------------------------------------          -------------------------------------

                            VOLUME         RATE          TOTAL             VOLUME         RATE          TOTAL
                           ---------     ---------     ---------          ---------     ---------     ---------
<S>                        <C>           <C>           <C>                <C>           <C>          <C>
Cash and cash
  equivalents              $   1,000     $  (3,000)    $  (2,000)         $      -0-    $      -0-    $      -0-
Loans, net                    23,000       (18,000)        5,000            222,000       (40,000)      182,000
Loans due from
 related parties               6,000            -0-        6,000                 -0-           -0-           -0-
Loans held for
 sale                         72,000       (11,000)       61,000            (53,000)      (49,000)     (102,000)
Due from
 partnerships                  2,000           -0-         2,000                 -0-           -0-           -0-
                           ---------     ---------     ---------          ---------     ---------     ---------
Total interest
 Income                      104,000       (32,000)       72,000            169,000       (89,000)       80,000
                           ---------     ---------     ---------          ---------     ---------     ---------
Borrowings:
 Line of credit               78,000       (31,000)       47,000             69,000        16,000        85,000
                           ---------     ---------     ---------          ---------     ---------     ---------

Net interest income        $  26,000     $  (1,000)    $  25,000          $ 100,000     $(105,000)      ($5,000)
                           =========     =========     =========          =========     =========     =========
</TABLE>

LOAN PORTFOLIO COMPOSITION: The Corporation's loan portfolio primarily consists
of construction and remodeling mortgage loans that are secured by residential or
commercial real estate and three SBIC loans that were originated in the early
1980's. The following table presents the composition of our loan portfolio in
dollar amounts and in percentages of the total portfolio at the dates indicated:
<TABLE>
<CAPTION>
                                                   Percent                     Percent
                                 March 31, 2002   of total   March 31, 2001   of total
                                 --------------   --------   --------------   --------

Mortgage loans:
<S>                              <C>                 <C>     <C>                 <C>
 Loans                           $    2,163,000      49.77%  $    2,359,000      59.89%
 Loans held for sale                  1,355,000      31.18%         923,000      23.43%
 Loans due from related parties         225,000       5.18%          50,000       1.27%
 Foreclosed loans (SBIC)                603,000      13.87%         607,000      15.41%
                                 --------------   --------   --------------   --------
     Total mortgage loans        $    4,346,000     100.00%  $    3,939,000     100.00%
Less:
 Allowance for loan losses              594,000                     600,000
                                 --------------              --------------
     Total mortgage loans, net   $    3,752,000              $    3,339,000
                                 ==============              ==============
</TABLE>
LOAN MATURITY: The following table presents the contractual maturity of our
loans at March 31, 2002. The table does not include the effects of prepayments
or scheduled principal amortization.


                                       12

<PAGE>

<TABLE>
<CAPTION>

                                               Loans held         Loans due        Other loans
                               Loans            for sale       related parties        SBIC
                           ---------------   ---------------   ---------------   ---------------
Amounts Due:
<S>                        <C>               <C>               <C>               <C>
 Within one year           $     2,163,000   $     1,138,000   $       225,000   $       127,000
 After one year
  One to Two                            -0-          217,000                -0-               -0-
  Five to Ten                           -0-               -0-               -0-          476,000
                           ---------------   ---------------   ---------------   ---------------
Total loans                $     2,163,000   $     1,355,000   $       225,000   $       603,000
                           ===============   ===============   ===============   ===============
Amounts due after one year
 and on:
  Fixed rate loans         $            -0-  $       217,000   $            -0-  $       476,000
  Variable rate loans                   -0-               -0-               -0-               -0-
                           ---------------   ---------------   ---------------   ---------------
Total loans                $            -0-  $       217,000   $            -0-  $       476,000
                           ===============   ===============   ===============   ===============

</TABLE>

LOAN ORIGINATIONS - The following table presents our loan originations,
purchases, sales and principal payments for the periods indicated.

                                             March 31,              March 31,
                                               2002                   2001
                                            -----------           -----------
Balance at beginning of period              $ 3,339,000           $ 2,904,000
Originations:
Loans                                         3,132,000             2,844,000
Loans held for sale                          13,821,000            10,458,000
                                            -----------           -----------
     Total Originations                     $16,953,000            13,302,000

Less:
     Principal payments and
     Repayments
      Loans                                      32,000                23,000
      Loans held for sale                     3,125,000             2,245,000
                                            -----------           -----------
         Total principal payments             3,157,000             2,268,000

Loans sold:
     Loans held for sale                     13,389,000            10,044,000
                                            -----------           -----------
Decrease (increase) of provision
 for loans losses                                 6,000              (555,000)
                                            -----------           -----------

         Total at end of period             $ 3,752,000           $ 3,339,000
                                            ===========           ===========

As of year ended March 31, 2002 and year ended 2001 the Corporation was
servicing loans totaling $15,300,000 and $13,188,000, respectively.

                                       13
<PAGE>

ASSET QUALITY - The Corporation's loan portfolio primarily consists of
construction mortgage loans and three SBIC loans that were originated in the
early 1980. The accrual of interest income is generally discontinued when loans
become 90 days or more past due with respect to interest. The Corporation had a
balance of impaired and non-accruing loans of $628,000 at March 31, 2002 and
$861,000 at March 31, 2001.

The following table summarizes non-performing loans and assets:
<TABLE>
<CAPTION>
                                               MARCH 31, 2002          MARCH 31, 2001
                                               --------------          --------------
<S>                                            <C>                     <C>
Impaired and non-accruing mortgage loans       $      628,000          $      861,000
Accruing loans delinquent 90 days or more             250,000                      -0-
                                               --------------          --------------

     Total non-performing loans                $      878,000          $      861,000
                                               ==============          ==============

Non-performing loans to total loans                     20.20%                  21.86%
                                               ==============          ==============

Non-performing loans to total assets                    18.52%                  19.99%
                                               ==============          ==============

Additional interest income that would have been
     recognized if non-accrual loans
     had been current                          $        2,000          $       34,000

Allowance for loan losses as a percent of
     non-performing loans                               67.65%                  69.69%
                                               ==============          ==============

</TABLE>

A summary of the allowance for loan losses is shown below:
<TABLE>
<CAPTION>
                                               MARCH 31, 2002           MARCH 31, 2001
                                               --------------           --------------
<S>                                            <C>                      <C>
Balance at beginning of period                 $      600,000           $       45,000
   Provision for the period                                -0-                 555,000
   Charge-offs:
     Accrued loans delinquent more
       than 90 days                                        -0-                      -0-
Recoveries:
     Impaired mortgage loans                           (6,000)                      -0-
                                               --------------           --------------

Balance at end of period                       $      594,000           $      600,000
                                               ==============           ==============

Allowance as a percent of total loans                   15.83%                  17.97%
                                               ==============          ==============

</TABLE>

                                       14
<PAGE>


     The allocation of the Corporation's provision for loan losses and the
allocation as percent of total loans are as follows:

                          MARCH 31, 2002    %         MARCH 31, 2001    %
                          --------------  -----       --------------  -----
Loans                     $       25,000    .67%      $       35,000   1.05%
Foreclosed loans (SBIC)          569,000  94.36%             565,000  93.08%
                          --------------              --------------
     Total                $      594,000  95.03%      $      600,000  94.13%
                          ==============              ==============

     The allowance for loan losses is determined by management on a loan-by-loan
basis. The allowance is an amount that management believes will be adequate to
absorb losses on existing loans that may become un-collectible based on
evaluations of the collectibility of the loans. The evaluations take into
consideration such factors as geographic location, assessment of collateral
quality, appraisals of significant collateral and other conditions that may
affect the borrower's ability to repay. Certain impaired loans are measured
based on the present value of expected future cash flows discounted at the
loan's effective interest rate or, as a practical expedient, at the loan's
observable market price or the estimated fair value of the collateral if the
loan is collateral dependent. Actual changes and expected trends in
non-performing loans and impaired loans are evaluated quarterly by management of
the Corporation and any changes in the reserve for collectibility on these loans
is charged to earnings in the current quarter. The allowance is increased by the
provision and charged to earnings and reduced by charge-offs net of recoveries.

     The following table sets forth information regarding the Corporations
delinquent loan portfolio and the percent of the total loan portfolio, excluding
impaired and non-accruing loans:

                          MARCH 31, 2002    %        MARCH 31, 2001     %
                          --------------  -----      --------------   -----
Loans delinquent
 For:
30 - 59 days              $      741,000  19.93%           $115,000    3.74%
60 - 89 days                          -0-  0.00%            130,000    4.22%
90 days or more                  250,000   6.72%                 -0-   0.00%
                          --------------             --------------
     Total                $      991,000  26.65%     $      460,000    7.96%
                          ==============             ==============
RESULTS OF OPERATIONS

     GENERAL - The Corporation had net income of $45,000 for the year ended
March 31, 2002 compared to a net loss of $313,000 for the year ended March 31,
2001. This increase of $358,000 is due primarily to the increase of $153,000 in
interest and fees on loans and servicing fees and a decrease in the provision
for loan losses of $561,000. The Corporation's interest expense on the line of
credit increased by $49,000, due to the increase in the amount of borrowings
throughout the year under the line of credit. Other fees have increased by
$40,000 during the year due to a receivable booked for servicing fees due from
the partnerships.

                                       15
<PAGE>

     INTEREST AND FEE INCOME - Total interest and fee income for the year ended
March 31, 2002 was $663,000 as compared to $589,000 for the year ended March 31,
2001, an increase of $74,000 or 13%. This increase was primarily due to an
increase in origination fees collected by the Corporation, due to an increase in
the number and dollar amount of mortgage loans originated and funded by the
Corporation. Management attributes the increase to an increase of construction
and real estate lending, its ability to service loan demand from homebuilders,
remodelers and developers and the generally favorable climate for the
construction industry.

     NET GAIN ON SALES OF LOANS HELD FOR SALE - For the year ended March 31,
2002, the Corporation recognized $335,000 in net gains on loans held for sale
compared to $303,000 for the year ended March 31, 2001. This $32,000 increase is
due to the increase in the number and dollar amounts of mortgage loans
originated and sold by the Corporation (see Analysis of Lending Activities).

     PROVISION FOR LOAN LOSSES - For the year ending March 31, 2002, the
Corporation has reduced its provision for loan losses by $6,000, as a result of
cash collected on reserved loans. At March 31, 2001 the Corporation increased
the provision for loan losses by $555,000 to adjust the allowance for loan
losses to adequately absorb decreases in loan values based on an independent
appraisal of the Corporation's loan portfolio.

     Within the Corporation's portfolio are three (3) loans that were originated
in the early 1980's. Due to the nature of the collateral (which has extensive
environmental issues associated with it) as well as other negative factors, the
Clayton Group, a nationally recognized loan portfolio appraisal company,
devalued these three loans as of April 2001.

     Consequently, the Corporation restated its Form 10-KSB for the year ended
March 31, 2001, in February 2002 with a 10KSB-A amended filing reflecting such
changes. Future cash flows from these three loans may exceed the $59,000 net
book value at March 31, 2002, however, the loans have been written down to the
fair value, as they are deemed to be impaired.

     TOTAL OPERATING EXPENSES - Total operating expenses for the year ended
March 31, 2002 were $624,000, compared to $553,000 for the year ended March 31,
2001, an increase of $71,000 or 13%. The increase of $71,000 is due primarily to
the increase of $77,000 in professional fees due to legal costs incurred by the
Corporation to assist the Corporation in maximizing shareholders value and an
increase in auditing fees due to the restatements of the prior year financial
statements.

         INCOME TAX PROVISION - An income tax provision of $315,000 was recorded
for the year ended March 31, 2002, compared to a $5,000 tax provision for the
year ended March 31, 2001, which primarily reflects the current provision and
the reduction of the valuation allowance against net operating loss
carryforwards (NOLS), based on management's assessment of the amount of NOLS
that will be more likely realized than not, based on current and projected
profitability.

     A reconciliation of the income tax provision computed by applying the
federal and state statutory rates to income before taxes to the actual income
tax provision (benefit) for the years ended March 31 is as follows:

                                       16
<PAGE>

                                              2002                 2001
                                            ---------            ---------
     Federal income tax provision
      at statutory rate                     $ 109,000            $ (94,000)
     State income tax, net of
      federal benefit                          11,000                5,000
     Valuation allowance adjustment           195,000               94,000
                                            ---------            ---------
     Total                                  $ 315,000            $   5,000
                                            =========            =========
PLAN OF OPERATION

     The Corporation is engaged in the mortgage banking business, which involves
the origination, purchase, sale and servicing of mortgage loans secured by
residential or commercial real estate.

     The Corporation continues to seek ways to reduce expenses while at the same
time increase market activity of its products and services. The Corporation has
engaged the services of an investment advisor to assist in maximizing
stockholder value. In this connection, the Corporation has entered into
definitive negotiations with respect to the sale of the Corporation's of all or
substantially all of its assets to, and the assumption of all the Corporation's
liabilities by Member of management and the board of directors. Management
(which is included in the group that comprises the prospective purchaser)
believes that there is substantial likelihood that the parties will arrive at
mutually agreeable terms for the transaction, after which the Corporation will
submit the proposed transaction to the stockholders for their consideration and
approval or disapproval.

     The Corporation is also engaged in definitive negotiations with certain
private investors who are not presently affiliates of the Corporation with
respect to the possible sale by the Corporation of shares of its common stock
and warrants to purchase common stock, together with a contractual undertaking
to permit the investors to manage the business and strategic operations of the
Corporation subsequent to the sale of the business assets described in the
preceding paragraph. Management of the corporation believes that there is
substantial likelihood that the parties will arrive at mutually agreeable terms
for such transactions.

         In the event either or both transactions are unsuccessful, management
will continue to operate its mortgage business as it has in the past. We will
continue to seek additional sources of funding from lending institutions as well
as private investors in order to expand our loan portfolio. Growth will be
limited and will greatly depend upon our ability to obtain new leverage for our
loan products. Management, in the past, has experienced a reluctance of the part
of conventional lenders to expand lines of credit and therefore will continue to
explore the private sector for funding and possible equity participation. The
future success of the Corporation as well as its growth potential will depend
greatly upon the success in this regard.


                                       17
<PAGE>


LIQUIDITY AND CAPITAL RESOURCES

     At March 31, 2002 and 2001, the Corporation had cash and cash equivalents
of $437,000 and $232,000, respectively.

     The Corporation has a Commercial Line of Credit with the Hudson United
Bank. This $3,000,000 line of credit is for a term of one year at an interest
rate of 2.5% over the Wall Street Prime Rate. This line is collateralized by an
assignment of notes and mortgages equal to the amount of the loan. At March 31,
2002, and March 31, 2001 there was $2,441,000 and $2,320,000, respectively,
advanced on this line of credit.

     The Corporation was in violation of certain financial covenants as of March
31, 2002 and 2001. The covenants that the Corporation had violated under the
line of credit agreement were:

     a.)  Debt to worth ratio of 1 to 1.              FY 2002 and FY 2001
     b.)  Net worth requirement of $2,000,000.        FY 2001

     The bank has waived these financial covenant violations for the year ended
March 31, 2002 and 2001. The line of credit has been renewed as of May 20, 2002.
The line of credit was increased to $3,500,000 and expires on June 30, 2003.

     The Corporation is hopeful that this established long-term conventional
banking relationship will continue to grow and enable the Corporation to
increase its volume of business.

     The Corporation currently anticipates that during the year ending March 31,
2003, its principal financing needs will consist of funding its mortgage loans
held for sale and the ongoing net cost of mortgage loan originations. The
Corporation believes that cash on hand, internally generated funds and
availability on its line of credit should be sufficient to meet its corporate,
general and administrative working capital and other cash requirements during
the year ending March 31, 2003. Future cash flow requirements will depend
primarily on the level of the Corporation's activities in originating and
selling mortgage loans as well as cash flow required by its operations.

     If construction loan demand continues to increase, the Corporation will
require additional funds to service those requirements. Due to the
aforementioned, the Corporation will seek to increase its line of credit
facility, as well as seek out new investor sources, from which the Corporation
believes it should be able to meet these cash requirements. The Corporation
continues to decrease its cash flow requirements by monitoring all expenses.

     As of March 31, 2002 and 2001, the Corporation had outstanding loan
commitments of $3,068,000 and $2,969,000, respectively.


                                       18
<PAGE>


LETTERS OF CREDIT

     As of March 31, 2002 the Corporation has a $75,000 letter of credit
outstanding issued to the Town of Glastonbury, Connecticut for soil and erosion
compliance on one of the construction projects over which the Corporation has a
mortgage. No amounts have been drawn or are expected to be drawn on this letter
of credit.

     The Corporation had a $40,000 letter of credit outstanding at March 31,
2001 at a stated interest rate of 2% per annum related to obtaining its
Connecticut license as a First Mortgage Loan-Lender/Broker. The letter of credit
expired February 9, 2002. At March 31, 2001 restricted cash includes a $44,000
certificate of deposit, which is being maintained as collateral for the letter
of credit. At March 31, 2002 the letter of credit was no longer required and the
certificate of deposit was closed.

     On May 6, 2002 the Corporation has entered into a $250,000 letter of credit
issued to the Town of North Branford, Connecticut for building compliance on one
of the construction projects over which the Corporation has a mortgage. No
amounts have been drawn or are expected to be drawn on this letter of credit.

INFLATION

     Inflation will affect the Corporation most significantly in the area of
loan originations. Interest rates normally increase during periods of high
inflation and decrease during periods of low inflation.

RECENT ACCOUNTING CHANGES AND NEW ACCOUNTING PRONOUNCEMENTS

     The Financial Accounting Standard Boards ("FASB") SFAS No. 140, "Accounting
for Transfers and Servicing of Financial Assets and Extinguishments of
Liabilities" was issued in September 2000. The adoption of this standard in FY
2002 did not have a significant impact on the Corporation's financial
statements.

     In June 2001, the FASB issued SFAS No. 141, "Business Combinations" and No.
142, "Goodwill and Other Intangible Assets," effective for fiscal years
beginning after December 15, 2001. Under the rules goodwill and certain
intangible assets are no longer amortized but are reviewed at least annually for
impairment. The Corporation does not expect the adoption of these statements to
have any effect on the financial statements.

     In June 2001, the FASB issued SFAS No. 143, "Accounting for Asset
Retirement Obligations," which addresses the recognition and measurement of
obligations associated with the retirement of tangible long-lived assets. SFAS
No. 143 is effective January 1, 2003, with early adoption permitted. The
Corporation does not expect the adoption of the statement to have a material
effect on the financial statements.

                                       19
<PAGE>


     In December 2001, the AICPA's Accounting Standards Executive Committee
issued Statement of Position 01-6, "Accounting by Certain Entities That Lend to
or Finance the Activities of Others." This SOP reconciles and conforms, as
appropriate, the accounting and financial reporting provisions established by
the AICPA's Audit and Accounting Guide for Banks and Savings Institutions and
the Audit and Accounting Guide for Financial Companies. This statement is
effective for the fiscal years beginning after December 2001. Management does
not believe that adoption of this Statement will significantly impact the
Corporation's business or financial results.

PARTNERSHIPS

     On March 21, 1997, the Corporation formed a Limited Partnership known as
First Connecticut Capital Mortgage Fund A, Limited Partnership ("Limited
Partnership A") of which the Corporation is the General Partner. The purpose of
this entity is to sell units in Limited Partnership A to investors in a private
placement, up to a maximum of $5 million in units of $50,000 each, for the
purpose of funding a short-term Portfolio Loan Program for the Limited
Partnership. The limited partners are restricted to investors who qualify as
"Accredited Investors," as defined in Regulation D, promulgated under the
Securities Act of 1933. This program generates income to the Corporation in the
form of loan origination fees and servicing fees in excess of stipulated income
returns to the limited partners in connection with mortgage loans purchased by
the Limited Partnership from the funds invested by the limited partners. As of
June 5, 2002, the Corporation sold 98 units in the Partnership. A copy of the
Offering Memorandum for the Partnership is available upon request.

     On June 26, 2001 the Corporation established a second private placement
offering known as First Connecticut Capital Mortgage Fund B, Limited Partnership
("Limited Partnership Fund B") of which the Corporation is the General Partner.
The purpose of the new Limited Partnership Fund B is to sell units to investors
in a private placement, up to a maximum of $5 million in units of $50,000 each,
for the purpose of supplying additional funding to a short-term Portfolio Loan
Program. The partners will also be limited to investors who qualify as
"Accredited Investors." As of June 5, 2002 the Corporation sold 33 units in the
Partnership. A copy of the Offering Memorandum for the Partnership is available
upon request.

     The Corporation does not guarantee the principal or interest returns to the
limited partners under these partnerships agreements. The Corporation holds one
percent (1%) of the equity of these partnerships and accounts for its interest
under the equity method of accounting.

ITEM 7. FINANCIAL STATEMENTS

     The Corporation's financial statements as of and for the years ended March
31, 2002 and 2001 are incorporated herein by reference and are attached hereto
as Exhibit 13.

     Independent Auditors' Report - Page 1
     Balance Sheets, March 31, 2002 and 2001 - Page 2
     Statements of Income, years ended March 31, 2002 and 2001 - Page 3
     Statements of Changes in Stockholders' Equity, years ended March 31,
     2002 and 2001 - Page 4
     Statements of Cash Flows, years ended March 31, 2002 and 2001 - Page 5
     Notes to Financial Statements - Pages 6 - 21


                                       20
<PAGE>


ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
         ACCOUNTING AND FINANCIAL DISCLOSURE

     None.

                                    PART III

ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
         PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

     The directors and executive officers of the Corporation as of April 30,
2002 are as follows:

         NAMES                      AGE           PRESENT POSITION

David Engelson                      81            Chairman of the Board of
Directors

Lawrence R. Yurdin                  62            President, CEO and
Director

Jan E. Cohen                        45            Director

Thomas D'Addario                    50            Director

Michael L. Goldman                  41            Assistant
Secretary and Director

Priscilla E. Ottowell               55            Secretary and
Controller

     David Engelson, Director of the Corporation since 1960. Chairman of the
Board of the Corporation.

     Lawrence R. Yurdin, Director of the Corporation since 1986. President and
Chief Executive Officer of the Corporation; employed by the Corporation in
various capacities since 1970.

     Jan E. Cohen, Director of the Corporation since 1998. CEO, President and
Director of CF Industries, Inc.; CEO, LLC Manager and Director of Northeast
Builders Supply and Home Centers, LLC; CEO and LLC Manager of The Brilco
Business Center and a Member of the American Institute of Certified Public
Accountants and the Connecticut Society of CPA's.

                                       21
<PAGE>


     Thomas D'Addario, Director of the Corporation since 1998. President of
Mario D'Addario Buick, Inc., and President of Mario D'Addario Limousine
Services.

     Michael L. Goldman, Assistant Secretary and Director of the Corporation
since 1998. Managing Principal in the law firm of Goldman, Gruder & Woods, LLC.

     Priscilla E. Ottowell elected Secretary of the Corporation on April 12,
1995. Employed by the Corporation as Controller since 1985.

     Each of the Directors holds office for a term of one year, and until a
successor has been chosen and qualified. Directors, except Messrs. D. Engelson
and L. Yurdin, receive a fee of $300 per Board meeting. Mr. Lawrence R. Yurdin
is the son-in-law of Mr. David Engelson, Chairman of the Board and a Director of
the Corporation.

ITEM 10. EXECUTIVE COMPENSATION

     The following summary compensation table sets forth certain information
regarding the annual and long-term compensation of David Engelson, Chairman and
Lawrence R. Yurdin, President and CEO, for each of the last three fiscal years.

<TABLE>
<CAPTION>
                                                   SUMMARY COMPENSATION TABLE

                               ANNUAL COMPENSATION                              LONG TERM COMPENSATION
                      -----------------------------------------       -------------------------------------------
                                                                              AWARDS           PAYOUTS
                                                        Other         ----------------------   -------
                                                        Annual         Restricted                       All Other
     Name and                                           Compen-          Stock       Options/   LTIP     Compen-
     Principal          Year       Salary     Bonus     sation           Awards       SARs     Payouts   sation
     Position          Ended        ($)        ($)       ($)              ($)         (#)        ($)      ($)
-----------------     --------    ---------   -----    --------       -----------   --------   -------  ---------
<S>                   <C>         <C>         <C>      <C>            <C>           <C>        <C>      <C>
David Engelson        03/31/02    $  12,000    0          0             None           0         None      0
Chairman of the       03/31/01    $  12,000    0          0             None           0         None      0
Board & Treasurer     03/31/00    $  11,000    0          0             None           0         None      0
                                                                        None       9,975         None      0
Lawrence R Yurdin     03/31/02    $ 109,000    0          0             None           0         None      0
President and CEO     03/31/01    $  88,000    0          0             None           0         None      0
                      03/31/00    $  83,000    0          0
</TABLE>


ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
         MANAGEMENT

Name and Address of                         Amount and Nature of
Beneficial Owner                              Beneficial Owner        Percent
-------------------                         --------------------      -------
Robert E. Humphreys                                114,900             9.792
64 Alcott Street
Acton, MA  01720

Carucci Family Partners                            121,300             10.34
C/O Carr Securities Corp
14 Vanderventer Avenue
Port Washington, NY 11050

                                       22

<PAGE>

<TABLE>
<CAPTION>

SECURITY OWNERSHIP OF MANAGEMENT

BENEFICIAL              SHARES OF    PERCENTAGE OF    OPTIONS *  PERCENTAGE OF    TOTAL          PERCENTAGE OF
 OWNER                   COMMON       OUTSTANDING                 OUTSTANDING     SHARES          OUTSTANDING
                         STOCK          SHARES                      OPTIONS        AND          SHARES (ASSUMING
                                                                                 OPTIONS        EXERCISE OF ALL
                                                                                                  OUTSTANDING
                                                                                                   OPTIONS)

<S>                      <C>             <C>            <C>          <C>          <C>              <C>
David Engelson           43,605          3.72%               0           0%         43,605           3.42%
Lawrence R. Yurdin       21,707          1.85           28,500        35.0          50,207           3.94
Jan E. Cohen              2,113           .18           16,000        19.6          18,113           1.42
Thomas D'Addario         15,700          1.34           16,000        19.6          31,700           2.48
Michael L. Goldman       16,921          1.44           16,000        19.6          32,921           2.58
Priscilla E. Ottowell     4,389           .37            5,000         6.2            9389            .73
 All directors
    and                 104,435          8.88%          81,500        81.5%        185,935          14.60%
 executive
officers as a
 group (six
  persons)
<FN>

*All options set forth above are currently exercisable
</FN>
</TABLE>

     The above tables list the beneficial owners of more than five-percent of
the Corporation's Common Stock and the shares beneficially owned by all
Directors and executive officers of the Corporation as of March 31, 2002.

STOCK OPTIONS

     The Company has one stock option plan, adopted in 1999 (the "1999 Plan")
which enables the granting of options to officers and directors to purchase
shares of the Company's Common Stock at prices equal to fair market value at the
date of the grant. Options issued pursuant to the 1999 Plan expire within 10
years of the grant and vest immediately. The Company previously had a stock
option plan that was adopted in 1988. That plan and all options issued
thereunder have expired.

     Options issued pursuant to the 1999 Plan: On May 3, 2001, 100,000 options
were granted under the 1999 Plan at an exercise price of $.64 per share. The
options expire ten years from grant date. As of March 31, 2002, 100,000 options
were outstanding under the 1999 Plan. No options were exercised or canceled
during the year ended March 31, 2002 and no compensation cost has been
recognized for stock options awarded under the 1999 Plan.

                                       23
<PAGE>


     The Company has adopted the "disclosure only" provision of FAS 123. If the
Company had elected to recognize compensation costs based on the fair value at
the date of the grant for awards granted, consistent with the provisions of FAS
123, the Company's net income would have been adjusted to reflect additional
compensation expense of $35,000 for the year ended March 31, 2002. Pro forma net
income and earnings per share (basic and diluted) would have been $10,000 and
$0, respectively. The estimated weighted average fair value of stock options at
the time of the grant using the Black-Scholes option pricing model was $.35 a
share.


ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
         TRANSACTIONS WITH MANAGEMENT

     Affiliates include directors and officers of the Corporation and members of
their immediate families and companies, which have a 5% or more ownership in the
Corporation.

     Legal services, including representation of the Corporation on the closing
of all new loans, foreclosure proceedings on delinquent loans and general
corporate and security matters are provided by a firm in which a director of the
Corporation is a principal. Fees for these services were $1,000 for each of the
years ended March 31, 2002 and 2001.

     As of March 31, 2002, the Corporation is servicing two loans equal to
$500,000 ($225,000 which has been retained by the Corporation) to Sonny Field,
LLC. The President of Sonny Field, LLC is a Director of the Corporation. The
loan is collateralized by a first mortgage on property owned by Sonny Field,
LLC, and is personally guaranteed by the Director. The Loan Committee and the
Board of Directors approved the loan, which was granted on terms equivalent to
other arm's length transactions entered into by the Corporation. The loan is
well secured and is current as of June 2002.

     As of March 31, 2001, the Corporation is servicing a $120,000 ($50,000
which has been retained by the Corporation) loan outstanding to CF Industries,
Inc. The President of CF Industries, Inc. is a Director of the Corporation. The
loan is collateralized by a first mortgage on property owned by CF Industries,
Inc. and is personally guaranteed by the Director. The Loan Committee and the
Board of Directors approved the loan which was granted at terms equivalent to
other arm's length transactions entered into by the Corporation. The loan was
paid off in full during 2002.

     The Corporation sub-leases office space to Larson Associates, LLC on a
monthly basis. Amounts received from Larson Associates, LLC for the years ended
March 31, 2002 and 2001 were $5,000.

     The Corporation utilizes the appraisal services of Larson Associates, LLC
for the majority of the Corporation's appraisal needs. Larson Associates, LLC is
owned by the Corporation's President, who is also a Director. The Corporation
does not pay for these appraisal services since the fees are paid by the
borrower. Larson Associates, LLC performs appraisals for a number of other
clients in addition to the Corporation. Management of the Corporation believes
that all appraisals performed by Larson Associates, LLC were performed in an
unbiased manner and represent proper market valuations.

                                       24
<PAGE>

     During 2002 and 2001 the Corporation has sold loans to Limited Partnership
A and Limited Partnership B. In addition, the Corporation services all loans to
theses partnerships. As of March 31, 2002 and 2001 the Corporation is servicing
$4,768,000 and $4,379,000 of loans for Limited Partnership A and $1,254,000 and
$0 of loans for Limited Partnership B, respectively.

     Certain members of the Corporation's management, board of directors,
employees and their immediate families are limited partners of Limited
Partnership A and Limited Partnership B. As of March 31, 2002 and 2001 these
individuals accounted for 19% and 24%, respectively of the ownership in Limited
Partnership A. As of March 31, 2002 these individuals accounted for 7% of the
ownership in Limited Partnership B.

     During 2002 and 2001 the Corporation has sold loans to certain members of
management, board of directors, employees and their immediate families. In
addition, the Corporation services all of these loans. As of March 31, 2002 and
2001 the Corporation is servicing $2,721,000 and $2,726,000 of loans to certain
members of management, members of the board of directors, employees and their
immediate families, respectively. The servicing fees earned by the Corporation
were $41,000 and $33,000 for the years ended March 31, 2002 and 2001. Within the
above loan amounts the Corporation is servicing $1,390,000 and $1,647,000 of
loans, as of March 31, 2002 and 2001, respectively, which were sold to a board
member, his limited liability company or trust. If for any reason the above
loans were to go into default and become an asset acquired, upon liquidation,
the board member or his limited liability company or trust is entitled to
recovery of its investment and accrued interest before the Corporation can
recover its investment in any of the above loans. The Corporation does not
guarantee any investment or interest return in the above transactions. The
Corporation grants a priority position on one or more loans with the board
member, his limited liability company or trust, when the loan bears a higher
nature of risk or has a higher loan to value ratio than loans sold to Limited
Partnership A, Limited Partnership B or others. Loans are sold to the board
member or his limited liability company or trust only if such loans cannot be
sold to Limited Partnership A or B, assigned to Hudson United Bank or sold to a
different person who does not require a loan priority. It is the opinion of
management that the Corporation benefits by selling such loans under this
arrangement to such board member, his limited liability company or his trust
rather than declining to make the loans at all.

                                       25
<PAGE>

The following table summarizes the amount of the loans serviced and the fee
income generated from loan sales to affiliates:


                                        2002                      2001
                                   -----------            ------------
     Loan sales:
        Management                 $   367,000            $    310,000
        Board of Directors           1,532,000               1,788,000
        Employees and families         822,000                 628,000
                                   -----------            ------------
     Totals                        $ 2,721,000            $  2,726,000
                                   ===========            ============
     Fee income:
        Management                 $     6,000           $       4,000
        Board of Directors              23,000                  22,000
        Employees and families          12,000                   7,000
                                   -----------            ------------

     Totals                        $    41,000            $     33,000
                                   ===========            ============


ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

     (a) Exhibits

         (13) Financial Statements.

     (b) Reports on Form 8-K.

         Form 8-K filed on December 21, 2000

         Form 8-K filed on December 5, 2001

         Form 8-K filed on February 11, 2002

                                       26
<PAGE>

                                   SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                                            THE FIRST CONNECTICUT CAPITAL
                                            CORPORATION

JANUARY 27, 2003                            By:
----------------                               --------------------------------
Date                                           Lawrence R. Yurdin
                                               President and CEO

JANUARY 27, 2003                            By:
----------------                               --------------------------------
Date                                           Priscilla E. Ottowell
                                               Secretary and Controller

     Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.

JANUARY 27, 2003
----------------                               --------------------------------
Date                                           David Engelson
                                               Chairman and Director

JANUARY 27, 2003
----------------                               --------------------------------
Date                                           Jan E. Cohen
                                               Director

JANUARY 27, 2003
----------------                               --------------------------------
Date                                           Thomas D'Addario
                                               Director

JANUARY 27, 2003
----------------                               --------------------------------
Date                                           Michael L. Goldman
                                               Assistant Secretary and Director

JANUARY 27, 2003
----------------                               --------------------------------
Date                                           Lawrence R. Yurdin
                                               President, CEO and Director

JANUARY 27, 2003
----------------                               --------------------------------
Date                                           Priscilla E. Ottowell
                                               Secretary and Controller

                                       27
<PAGE>



                                   SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                                           THE FIRST CONNECTICUT CAPITAL
                                           CORPORATION

Date:  January 27, 2003           By:  / S / LAWRENCE R. YURDIN
                                       ------------------------------
                                       Lawrence R. Yurdin
                                       President and Chief
                                       Executive Officer

Date:  January 27, 2003           By:  / S / PRISCILLA E. OTTOWELL
                                       ------------------------------
                                       Priscilla E. Ottowell
                                       Secretary and Controller

     Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.

Date:  January 27, 2003                / S /  DAVID ENGELSON
                                       ------------------------------
                                       David Engelson
                                       Chairman of the Board

Date:  January 27, 2003                / S /  JAN E. COHEN
                                       ------------------------------
                                       Jan E. Cohen
                                       Director

Date:  January 27, 2003                / S /  THOMAS D'ADDARIO
                                       ------------------------------
                                       Thomas D'Addario
                                       Director

Date:  January 27, 2003                / S / MICHAEL L. GOLDMAN
                                       ------------------------------
                                       Michael L. Goldman
                                       Assistant Secretary and Director

Date:  January 27, 2003                / S / LAWRENCE R. YURDIN
                                       ------------------------------
                                       Lawrence R. Yurdin
                                       President and Director

Date:  January 27, 2003                / S / PRISCILLA E. OTTOWELL
                                       ------------------------------
                                       Priscilla E. Ottowell
                                       Secretary and Controller



                                       28

<PAGE>


Exhibit


CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

     In connection with the filing of the Annual Report on Form 10-KSB for the
fiscal year ended March 31, 2002 (the "Report") by The First Connecticut Capital
Corporation (the "Registrant"), each of the undersigned hereby certifies that:

     1. The Report fully complies with the requirements of section 13(a) or
15(d) of the Securities Exchange Act of 1934, as amended, and

     2. The information contained in the Report fairly presents, in all material
respects, the financial conditions and results of operations of Registrant.


------------------------------            -------------------------------
Laurence R. Yurdin                        Priscilla E. Ottowell
President and Chief Executive Officer     Chief Financial Officer




                                       29
<PAGE>