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........................................    21

     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......    22

     Item 10 - Executive Compensation.....................................    23

     Item 11 - Security Ownership of Certain Beneficial Owners and
                    Management............................................ 23-25

     Item 12 - Certain Relationships and Related Transactions............. 25-27

     Item 13 - Exhibits and Reports on Form 8-K...........................    27


SIGNATURES................................................................    28

<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>


THE FIRST CONNECTICUT CAPITAL CORPORATION (FORM 10KSB AMENDED)

           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.

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.







                                      -2-
<PAGE>


THE FIRST CONNECTICUT CAPITAL CORPORATION (FORM 10KSB AMENDED)


           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.



                                      -3-
<PAGE>


THE FIRST CONNECTICUT CAPITAL CORPORATION (FORM 10KSB AMENDED)

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.

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 FIRST CONNECTICUT CAPITAL CORPORATION (FORM 10KSB AMENDED)




           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 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:

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



                                      -5-
<PAGE>


THE FIRST CONNECTICUT CAPITAL CORPORATION (FORM 10KSB AMENDED)

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

          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.

     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.



                                      -6-
<PAGE>


THE FIRST CONNECTICUT CAPITAL CORPORATION (FORM 10KSB AMENDED)




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.

           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 three 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:



                                      -7-
<PAGE>


THE FIRST CONNECTICUT CAPITAL CORPORATION (FORM 10KSB AMENDED)

     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 - $1,000.


           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
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 average
interest-earning assets. No tax-equivalent adjustments have been made, as the
Corporation has no investments that are tax exempt.





                                      -8-
<PAGE>

THE FIRST CONNECTICUT CAPITAL CORPORATION (FORM 10KSB AMENDED)



<TABLE>
<CAPTION>


              AVERAGE BALANCE SHEET, INTEREST EARNED AND RATE PAID
                         FOR YEAR ENDED MARCH 31, 2002

                                                                      INTEREST
                                                         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
                                                                                       ======


                                      -9-
<PAGE>

THE FIRST CONNECTICUT CAPITAL CORPORATION (FORM 10KSB AMENDED)

<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>
<TABLE>
<CAPTION>

              AVERAGE BALANCE SHEET, INTEREST EARNED AND RATE PAID
                         FOR YEAR ENDED MARCH 31, 2001

                                                                                   INTEREST
                                                          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>

THE FIRST CONNECTICUT CAPITAL CORPORATION (FORM 10KSB AMENDED)

<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.
<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>



                                      -11-
<PAGE>



THE FIRST CONNECTICUT CAPITAL CORPORATION (FORM 10KSB AMENDED)



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                            $2,138,000        71.48%      $2,320,000        76.92%
   Loans due from related parties      225,000         7.52%          50,000         1.66%
   Foreclosed loans (SBIC)             628,000        21.00%         646,000        21.42%
                                    ----------   -----------      ----------   -----------
           Total loans               2,991,000       100.00%       3,016,000       100.00%
Less:
   Allowance for loan losses           594,000                       600,000
                                    ----------                    ----------
           Total loans, net          2,397,000                                     2,419,000
                                    ----------                                 -------------

   Loans held for sale               1,355,000                                       923,000
                                    ----------                                 -------------

           Total loans and
             loans held for sale    $3,752,000                                 $   3,339,000
                                    ==========                                 =============
</TABLE>


The Corporation has not recorded any valuation allowance against loans held for
sale or loans due from related parties as no such loans are deemed impaired.

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.

                                                                         OTHER
                                            LOANS HELD    LOANS DUE      LOANS
                                 LOANS       FOR SALE  RELATED PARTIES    SBIC
                                 -----       --------  ---------------    ----

Amounts Due:
   Within one year             $2,138,000   $1,138,000   $  225,000   $  127,000
   After one year
      One to Two                        0      217,000            0            0
      Five to Ten                       0            0            0      501,000
                               ----------   ----------   ----------   ----------
Total loans                    $2,138,000   $1,355,000   $  225,000   $  628,000
                               ==========   ==========   ==========   ==========

Amounts due after one year
   and on:
      Fixed rate loans         $        0   $  217,000   $        0   $  501,000
      Variable rate loans               0            0            0            0
                               ----------   ----------   ----------   ----------
Total loans                    $        0   $  217,000   $        0   $  501,000
                               ==========   ==========   ==========   ==========




                                      -12-
<PAGE>

THE FIRST CONNECTICUT CAPITAL CORPORATION (FORM 10KSB AMENDED)


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.

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.



                                      -13-
<PAGE>

THE FIRST CONNECTICUT CAPITAL CORPORATION (FORM 10KSB AMENDED)


The following table summarizes non-performing loans and assets:

                                                        MARCH 31,     MARCH 31,
                                                          2002          2001
                                                          ----          ----

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                         29.35%        28.55%
                                                        =========     =========

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%
                                                        =========     =========

A summary of the allowance for loan losses is shown below:

                                                         MARCH 31,     MARCH 31,
                                                           2002          2001
                                                           ----          ----

Balance at beginning of period                          $ 600,000     $  45,000
   Provision for the period                                (6,000)      555,000
   Charge-offs:
           Accrued loans delinquent more
              than 90 days                                      0            0

    Recoveries                                                  0            0
                                                        ---------     ---------

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

Allowance as a percent of loans                             19.86%        19.89%
                                                        =========     =========

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

                               MARCH 31,         %         MARCH 31,      %
                                 2002                        2001
                               ---------       ------      ---------    ------

Loans                          $ 25,000         1.05%      $ 35,000      1.48%
Foreclosed loans (SBIC)         569,000        90.60%       565,000     87.46%
                               --------                    --------
           Total               $594,000        19.86%      $600,000     19.89%
                               ========                    ========



                                      -14-
<PAGE>


THE FIRST CONNECTICUT CAPITAL CORPORATION (FORM 10KSB AMENDED)


           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               $126,000          5.33%      $  7,000          0.32%
60 - 89 days                 76,000          3.22%             0             0%
90 days or more             250,000         10.58%       215,000          9.98%
                           --------         -----       --------         -----
           Total           $452,000         19.13%      $222,000         10.33%
                           ========                     ========

           The Corporation's delinquent loans have increased by $230,000 over
the prior period. Management has reviewed all loans which are delinquent and
believes that the loan loss reserves related to the total loan portfolio are
sufficient given the loan status and the collateral that supports these loans.
Managements, underwriting procedures are very conservative, 95% of all loans
made are 1st mortgages, and in addition, the average loan to value (LTV) ranges
are 60% to 70%. Management expects that all loans will be paid down in full and
that the overall loan reserve levels are conservatively stated. The decrease of
$6,000 in the loan loss reserve relates to the monthly cash payments received on
the SBIC loans.

           The three SBIC loans are loans that were unstable during the
Corporation's bankruptcy proceedings and have remained within the Corporation's
portfolio. Management has determined the loans to be impaired, as the loans are
collateral dependent, and they have been written down to appraisal values. The
following is a summary of the SBIC loans as of March 31, 2002:






                                      -15-
<PAGE>


THE FIRST CONNECTICUT CAPITAL CORPORATION (FORM 10KSB AMENDED)

                        LOAN
LOAN                   MATURITY       AMOUNT         LOAN        CARRYING
NAME                    DATE        OUTSTANDING     RESERVE        VALUE
----                  ---------     -----------     -------     ----------

King Food              12/01/08      $ 24,000      $ 24,000      $      0
Fire Island            01/01/08       477,000       452,000        25,000
Bar Auto               01/01/04       127,000        93,000        34,000
                                     --------      --------      --------
       Total                         $628,000      $569,000      $ 59,000
                                     ========      ========      ========





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.

           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.





                                      -16-
<PAGE>


THE FIRST CONNECTICUT CAPITAL CORPORATION (FORM 10KSB AMENDED)



           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:

                                                      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.






                                      -17-
<PAGE>



THE FIRST CONNECTICUT CAPITAL CORPORATION (FORM 10KSB AMENDED)

           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 all or substantially
all of its assets to, and the assumption of all 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) 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.

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



                                      -18-
<PAGE>


THE FIRST CONNECTICUT CAPITAL CORPORATION (FORM 10KSB AMENDED)

           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.

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.



                                      -19-
<PAGE>


THE FIRST CONNECTICUT CAPITAL CORPORATION (FORM 10KSB AMENDED)

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.

           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.





                                      -20-
<PAGE>


THE FIRST CONNECTICUT CAPITAL CORPORATION (FORM 10KSB AMENDED)

           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 - 22



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

           None.






                                      -21-
<PAGE>

THE FIRST CONNECTICUT CAPITAL CORPORATION (FORM 10KSB AMENDED)


                                    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.

           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.



                                      -22-
<PAGE>


THE FIRST CONNECTICUT CAPITAL CORPORATION (FORM 10KSB AMENDED)

           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
                                  -------------------                         ----------------------
                                                      Other
                                                      Annual       Restricted                           All Other
      Name and                                        Compen-        Stock       Options/     LTIP       Compensa-
      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

Lawrence R Yurdin      03/31/02   $109,000     0        0            None      9,975            None          0
 President and CEO     03/31/01   $ 88,000     0        0            None          0            None          0
                       03/31/00   $ 83,000     0        0            None          0            None          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




                                      -23-
<PAGE>

THE FIRST CONNECTICUT CAPITAL CORPORATION (FORM 10KSB AMENDED)


SECURITY OWNERSHIP OF MANAGEMENT


<TABLE>
<CAPTION>

 BENEFICIAL OWNER          SHARES OF           PERCENTAGE OF        OPTIONS *   PERCENTAGE OF       TOTAL          PERCENTAGE OF
                          COMMON STOCK       OUTSTANDING SHARES                  OUTSTANDING     SHARES AND      OUTSTANDING SHARES
                                                                                   OPTIONS         OPTIONS       (ASSUMING 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.                  4,389                  .37               5,000          6.2            9389             .73
Ottowell
 All directors and
executive officers          104,435                 8.88%            81,500          81.5%       185,935            14.60%
  as a group (six
     persons)
</TABLE>

*All options set forth above are currently exercisable

           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.



                                      -24-
<PAGE>


THE FIRST CONNECTICUT CAPITAL CORPORATION (FORM 10KSB AMENDED)


           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.



                                      -25-
<PAGE>


THE FIRST CONNECTICUT CAPITAL CORPORATION (FORM 10KSB AMENDED)


           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 these 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.






                                      -26-
<PAGE>



THE FIRST CONNECTICUT CAPITAL CORPORATION (FORM 10KSB AMENDED)





           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




                                      -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

MARCH 7, 2003                           By:________________________________
-------------
Date                                           Lawrence R. Yurdin
                                               President and CEO

MARCH 7, 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.

MARCH 7, 2003                                  _________________________________
-------------
Date                                                David Engelson
                                                    Chairman and Director

MARCH 7, 2003                                  _________________________________
-------------
Date                                                Jan E. Cohen
                                                    Director

MARCH 7, 2003                                  _________________________________
-------------
Date                                                Thomas D'Addario
                                                    Director

MARCH 7 ,2003                                  _________________________________
-------------
Date                                                Michael L. Goldman
                                                    Assistant Secretary and
                                                    Director

MARCH 7,2003                                   _________________________________
------------
Date                                                Lawrence R. Yurdin
                                                    President, CEO and Director

MARCH 7, 2003                                  _________________________________
-------------
Date                                                Priscilla E. Ottowell
                                                    Secretary and Controller





                                      -28-
<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:  MARCH 7, 2003                     By:  / S / LAWRENCE R. YURDIN
       -------------                          ------------------------
                                              Lawrence R. Yurdin
                                              President and
                                              Chief Executive Officer

Date:  MARCH 7, 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:     MARCH 7, 2003                   / S /  DAVID ENGELSON
          -------------                   ---------------------
                                          David Engelson
                                          Chairman of the Board


Date:  MARCH 7, 2003                      / S /  JAN E. COHEN
       -------------                      -------------------
                                          Jan E. Cohen
                                          Director

Date:  MARCH 7, 2003                      / S /  THOMAS D'ADDARIO
       -------------                      -----------------------
                                          Thomas D'Addario
                                          Director

Date:  MARCH 7, 2003                      / S / MICHAEL L. GOLDMAN
       -------------                      ------------------------
                                          Michael L. Goldman
                                          Assistant Secretary and Director

Date:  MARCH 7, 2003                      / S / LAWRENCE R. YURDIN
       -------------                      ------------------------
                                          Lawrence R. Yurdin
                                          President and Director

Date:  MARCH 7, 2003                      / S / PRISCILLA E. OTTOWELL
       -------------                      ---------------------------
                                          Priscilla E. Ottowell
                                          Secretary and Controller



                                      -29-
<PAGE>