UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, D.C. 20549

                                   FORM 10 QSB

            Quarterly Report Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934


            For the quarterly                        March 31, 2002
            periods ended                            June 30, 2002 and
                                                     September 30, 2002

            Commission file Number                   000-30007


                            NORTHBOROUGH HOLDINGS, INC.

             (Exact Name of Registrant as Specified in its Charter)


                                   COLORADO
                (State or Other Jurisdiction of Incorporation)


                000-30007                       05-0508624
         (Commission  File  Number)  (I.R.S. Employer Identification Number)



      17 WEST CHEYENNE MOUNTAIN BLVD.
        Colorado Springs, Colorado                       80906
(Address of Principal Executive Offices)               (Zip Code)



                                (401) 453-6870
              (Registrant's Telephone Number, Including Area Code)

<PAGE> 2

Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

                         YES [X]        NO [  ]

Indicate the number of shares outstanding of each of the
issuer's classes of common stock, as of the latest practical
date:

Common Stock, $.001 par value - 1,200,000 shares as of September 30, 2002.


                         FORWARD-LOOKING INFORMATION

THIS FORM 10QSB AND OTHER STATEMENTS ISSUED OR MADE FROM TIME TO TIME BY
NORTHBOROUGH HOLDINGS, INC. (THE "COMPANY") OR ITS REPRESENTATIVES CONTAIN
STATEMENTS WHICH MAY CONSTITUTE "FORWARD-LOOKING STATEMENTS" WITHIN THE
MEANING OF THE SECURITIES ACT OF 1933 AND THE SECURITIES EXCHANGE ACT OF
1934, AS AMENDED BY THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995.
FIFTEEN U.S.C.A. SECTIONS 77Z-2 AND 78U-5 (SUPP. 1996). THOSE STATEMENTS
INCLUDE STATEMENTS REGARDING THE INTENT, BELIEF OR CURRENT EXPECTATIONS
OF THE COMPANY AND MEMBERS OF ITS MANAGEMENT TEAM AS WELL AS THE
ASSUMPTIONS ON WHICH SUCH STATEMENTS ARE BASED.

PROSPECTIVE  INVESTORS  ARE  CAUTIONED   THAT   ANY   SUCH  FORWARD-LOOKING
STATEMENTS ARE NOT GUARANTEES OF FUTURE PERFORMANCE AND INVOLVE RISKS AND
UNCERTAINTIES, AND THAT ACTUAL RESULTS MAY DIFFER MATERIALLY FROM THOSE
CONTEMPLATED BY SUCH FORWARD-LOOKING STATEMENTS. IMPORTANT FACTORS CURRENTLY
KNOWN TO MANAGEMENT THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM
THOSE IN FORWARD-LOOKING STATEMENTS ARE SET FORTH IN THE SAFE HARBOR COMPLIANCE
STATEMENT FOR FORWARD-LOOKING STATEMENTS INCLUDED AS EXHIBIT 99.1 TO THIS
FORM 10QSB AND ARE HEREBY INCORPORATED HEREIN BY REFERENCE. THE COMPANY
UNDERTAKES NO OBLIGATION TO UPDATE OR REVISE FORWARD-LOOKING STATEMENTS TO
REFLECT CHANGED ASSUMPTIONS, THE OCCURRENCE OF UNANTICIPATED EVENTS OR CHANGES
TO FUTURE OPERATING RESULTS OVER TIME.

<PAGE> 3

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

<PAGE> F-1


                           PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS
         FINANCIAL STATEMENTS AND EXHIBITS


(a) The following  financial statements of the Company are filed as part of
    this registration statement:

<PAGE>
                          NORTHBOROUGH HOLDINGS, INC.

                                BALANCE SHEET
                               March 31, 2002

                                   ASSETS

Current Assets
    Checking/Savings                                   $     73,880.97

Total Current Assets                                   $     73,880.97

Other Assets                                           $  1,121,902.84
                                                     -----------------
          TOTAL ASSETS                                 $  1,195,783.81


                             LIABILITIES & EQUITY

Liabilities
     Current Liabilities                               $          0.00
       Other Current Liabilities
           Accrued interest payable                             637.81
          Accrued Accounts payable                            4,986.24
          Textron Line of Credit                           751,305.82
          Security Deposit                                   2,650.00
                                                   ------------------
       Total Other Current Liabilities                 $   759,579.87
                                                   ------------------
      Total Current Liabilities                        $   759,579.87
                                                   ------------------
             Total Liabilities                         $   759,579.87

  Equity
     Opening Balance Equity                            $         0.96
     Retained Earnings                                     413,057.21
     Net Income                                             23,145.77
  Total Equity                                             436,203.94

            Total Liabilities and Equity               $ 1,195,783.81

<PAGE>

                         NORTHBOROUGH HOLDINGS, INC.
                                PROFIT & LOSS

                               March 31, 2002

Ordinary Income/Expense
     Income                                            $    41,568.28

   Total Income                                        $    41,568.28

     Expense
         Audit Expense                                 $     3,475.95
         Advertisement                                       3,355.50
         Appliance Expense                                     315.00
         Bank Service Charges                                   52.50
         Filing Fees                                            47.25
         Insurance                                           1,720.05
         Interest Expense
             Loan Interest                             $     5,000.00
                                                         ------------
                    Total Interest Expense             $     5,000.00

         Postage and Delivery                                   19.99

         Professional Fees
             Legal Fees                               $     3,120.39
                                                       -------------
         Total Professional Fees                      $     3,120.39

         Repairs
              Building Repairs                                504.35
                                                       -------------
                    Total Repairs                     $       504.35

         Supplies
              Office                                           45.00
                                                      --------------
                    Total Supplies                             45.00

         Travel & Entertainment                               125.00
         Utilities
               Gas and Electric                               344.00
                                                     ---------------
                     Total Utilities                          344.00
                                               ---------------------
     Total Expense                                    $    18,125.38
                                               ---------------------
  Net Ordinary Income                                 $    23,442.90
  Other Income/Expense
     Other Income
        Interest Income                               $      (297.13)

     Total Other Income                               $      (297.13)

  Net Other Income                                    $      (297.13)
                                               ---------------------
            NET INCOME                                $    23,145.77

<PAGE>

                          NORTHBOROUGH HOLDINGS, INC.

                                BALANCE SHEET
                                June 30, 2002

                                   ASSETS

Current Assets
    Checking/Savings                                  $    10,221.23

Total Current Assets                                  $    10,221.23

Other Assets                                          $ 1,808,394.94
                                                   -----------------
          TOTAL ASSETS                                $ 1,818,616.17


                             LIABILITIES & EQUITY

Liabilities
     Current Liabilities                              $         0.00
       Other Current Liabilities
           Loan from NRH                                   50,000.00
           Accrued interest payable                           637.81
           Loan from Officers                              50,000.00
          Textron Line of Credit                        1,267,194.08
          Security Deposit                                  2,650.00
                                                  ------------------
       Total Other Current Liabilities                $ 1,371,081.89
                                                  ------------------
      Total Current Liabilities                       $ 1,371,081.89
                                                  ------------------
             Total Liabilities                        $ 1,371,081.89

  Equity
     Opening Balance Equity                           $        54.27
     Retained Earnings                                    413,057.21
     Net Income                                            34,422.80
  Total Equity                                            447,534.28

            Total Liabilities and Equity              $ 1,818,616.17

<PAGE>

                         NORTHBOROUGH HOLDINGS, INC.
                               PROFIT & LOSS

                              June 30, 2002

Ordinary Income/Expense
     Income                                           $   80,292.76

   Total Income                                       $   80,292.76

     Expense
         Audit Expense                                $    3,475.95
         Returned Deposited Item                             691.71
         Advertisement                                     3,355.50
         Appliance Expense                                   315.00
         Bank Service Charges                                 92.50
         Filing Fees                                         301.75
         Insurance                                         1,720.05
         Interest Expense
             Loan Interest                            $   17,853.26
                                                       ------------
                    Total Interest Expense            $   17,853.26

         Licenses and Permits                         $    1,775.00
         Maintenance of R/E                                1,072.00
         Postage and Delivery                                 87.99

         Professional Fees
             Accounting Fees                                  13.76
             Legal Fees                               $   10,860.69
                                                  -----------------
         Total Professional Fees                      $   10,874.45

         Repairs
              Building Repairs                               504.35
                                                      -------------
                    Total Repairs                     $      504.35

         Supplies
              Office                                          45.00
              Supplies-Other                                  26.00
                                                     --------------
                    Total Supplies                            71.00
          Taxes
              Property                                $    1,386.07
                                                     --------------
                    Total Taxes                       $    1,386.07

         Travel & Entertainment                              476.79
         Utilities
               Gas and Electric                              728.00
                                                    ---------------
                     Total Utilities                         728.00
                                               --------------------
     Total Expense                                    $   45,572.83
                                              ---------------------
  Net Ordinary Income                                 $   34,719.93
  Other Income/Expense
     Other Income
        Interest Income                               $     (297.13)

     Total Other Income                               $     (297.13)

  Net Other Income                                    $     (297.13)
                                              ---------------------
            NET INCOME                                $   34,422.80


<PAGE>

                       NORTHBOROUGH HOLDINGS, INC.

                              BALANCE SHEET
                           September 30, 2002

                                   ASSETS

Current Assets
    Checking/Savings                                  $    7,747.79

Total Current Assets                                  $    7,747.79

Other Assets                                          $1,897,362.88
                                                  -----------------
          TOTAL ASSETS                                $1,905,110.67


                             LIABILITIES & EQUITY

Liabilities
     Current Liabilities                              $        0.00
       Other Current Liabilities
           Loan from NRH                                  45,348.00
           Accrued interest payable                          637.81
           Loan from Officers                            100,000.00
          Textron Line of Credit                       1,345,300.42
          Security Deposit                                 2,650.00
                                                 ------------------
       Total Other Current Liabilities                $1,493,936.23
                                                 ------------------
      Total Current Liabilities                       $1,493,936.23
                                                 ------------------
             Total Liabilities                        $1,493,936.23

  Equity
     Distributions                                    $  (36,718.00)
     Opening Balance Equity                                   54.54
     Retained Earnings                                   413,057.21
     Net Income                                           34,780.69
  Total Equity                                           411,174.44

            Total Liabilities and Equity              $1,905,110.67

<PAGE>

                        NORTHBOROUGH HOLDINGS, INC.
                               PROFIT & LOSS

                             September 30, 2002

Ordinary Income/Expense
     Income                                           $  165,388.17

   Total Income                                       $  165,388.17

     Expense
         Audit Expense                                $    3,475.95
         Returned Deposited Item                           6,351.77
         Advertisement                                      3355.50
         Appliance Expense                                   315.00
         Bank Service Charges                                457.95
         Filing Fees                                         381.05
         Insurance                                          8990.56
         Interest Expense
             Loan Interest                            $   40,569.60
                                                       ------------
                    Total Interest Expense            $   40,569.60

         Licenses and Permits                         $    7,100.00
         Maintenance of R/E                                1,847.00
         Postage and Delivery                                187.10

         Professional Fees
             Accounting Fees                                 176.76
             Legal Fees                               $   22,858.77
                                                  -----------------
         Total Professional Fees                      $   50,035.53

         Rent                                              1,150.00

         Repairs
              Building Repairs                               643.21
                                                      -------------
                    Total Repairs                     $      643.21

         Supplies
              Office                                          45.00
              Supplies-Other                                  26.00
                                                     --------------
                    Total Supplies                            71.00
          Taxes
              Property                                $    2,191.87
                                                     --------------
                    Total Taxes                       $    2,191.87

         Telephone                                         1,133.89
         Travel & Entertainment                            1,315.37
         Utilities
               Gas and Electric                              728.00
                                                    ---------------
                     Total Utilities                         728.00
                                               ---------------------
     Total Expense                                    $   130,300.35
                                               ---------------------
  Net Ordinary Income                                 $    35,087.82
  Other Income/Expense
     Other Income
        Interest Income                               $      (297.13)

     Total Other Income                               $      (297.13)

  Other Expenses                                               10.00

  Net Other Income                                    $      (307.13)
                                               ---------------------
            NET INCOME                                $    34,780.69


                 NORTHBOROUGH HOLDINGS, INC. AND SUBSIDIARY

                 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

                         DECEMBER 31, 2001 AND 2000


                                                            PAGE

Independent Auditors' Report                                  1


Consolidated Balance Sheets                                   2

Consolidated Statements of Operations                         3


Consolidated Statements of Changes in Equity                  4


Consolidated Statements of Cash Flows                         5


Notes to Consolidated Financial Statements                    6

<PAGE>

                        INDEPENDENT AUDITORS' REPORT


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

We have audited the accompanying consolidated balance sheets of Northborough
Holdings, Inc. and Subsidiary as of December 31, 2001 and 2000, and the
related consolidated statements of operations, changes in equity, and cash
flows for the years then ended.  These consolidated financial statements are
the responsibility of the Company's management.  Our responsibility is to
express an opinion on these consolidated financial statements based on our
audits.

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


<PAGE>

In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of
Northborough Holdings, Inc. and Subsidiary as of December 31, 2001 and 2000,
and the results of its operations and its cash flows for the years then
ended in conformity with generally accepted accounting principles.


                                      _________________________________
                                      ROONEY, PLOTKIN & WILLEY, LLP

January 25, 2002
<PAGE>


                 NORTHBOROUGH HOLDINGS, INC. AND SUBSIDIARIES

                           Consolidated Balance Sheets

<TABLE>
<CPTION>

                                                                    December 31,

                                                             2001                  2000

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

                                    ASSETS

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

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

                               LIABILITIES AND EQITY

Liabilities:

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

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

</TABLE>

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


<PAGE>

                 NORTHBOROUGH HOLDINGS, INC. AND SUBSIDIARY

                     Consolidated Statements of Operations

<TABLE>
<CAPTION>

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

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

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

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

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

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

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

</TABLE>

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

<PAGE>

                NORTHBOROUGH HOLDINGS, INC. AND SUBSIDIARY

                Consolidated Statements of Changes in Equity

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

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

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

  Net Income, After Exchange
    of Members' Equity
    for Common Stock                        -                -       191,070           -      191,070
                                  -----------     ------------  ------------  ------------ -----------
Balance, December 31, 2000          $   1,200        $ 132,729     $ 191,070  $        -   $  324,999
  Net Income                                -                -       159,942           -      159,942
                                  -----------     ------------  ------------  -----------  -----------
Balance, December 31, 2001          $   1,200        $ 132,729       351,012           -   $  484,941
                                  ===========     ============  ============  ===========  ===========

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


<PAGE>

                 NORTHBOROUGH HOLDINGS, INC. AND SUBSIDIARY

                   Consolidated Statements of Cash Flows

<TABLE>
<CAPTION>
                                             Years Ended December 31,

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

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

Investing Activities:

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

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

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

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

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

Supplemental Disclosures of Cash Flow
 Information:

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

Supplemental Disclosures of Non-Cash Investing and Financial Activities:

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

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

<PAGE>
                   NORTHBOROUGH HOLDINGS, INC. AND SUBSIDIARIES

                    Notes to Consolidated Financial Statements

                            December 31, 2001 and 2000

1.	Summary of Operations and Significant Accounting Policies:

A.	Organization and Principles of Consolidation:

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

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

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

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

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

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

<PAGE>

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

B.	Notes Receivable:

Notes receivable represent mortgage financing originated by the Company.
Notes receivable are recorded at the aggregate lower of cost or market and
are collateralized by commercial property, personal guarantees, and other
business assets.  At December 31, 2001 there are no outstanding notes
receivable originated by the Company. At December 31, 2000 management
believed that the value of such collateral is in excess of the notes
receivable and therefore, no allowance was provided.

C.	Mortgage Loans and Other Receivable, Net:

Mortgage loans and other receivable represent notes and other financial
assets acquired at a discount and recorded at cost.  All mortgage loans
and the other receivable are collateralized by commercial or residential
property.  Management believes that the value of such collateral is in
excess of cost as of December 31, 2001 and 2000 and therefore, no
allowance has been provided.

D.	Real Estate Under Operating Lease:

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

E.	Revenue Recognition:

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


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

F.	Income Taxes:

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

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

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

G.	Use of Estimates:

The preparation of consolidated financial statements in conformity
with U.S. generally accepted accounting principles requires
management to make estimates and assumptions that affect the
reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the consolidated
financial statements and the reported amounts of revenues and
expenses during the reporting period.  Actual amounts could differ
from those estimates.

2.	Notes Receivable:

Notes receivable originated by the Company consisted of the
following at December 31, 2000:

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

2.	Notes Receivable: (Continued)

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

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

       Total Notes Receivable                             $ 120,325

3.	Mortgage Loans and Other Receivable, Net:

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

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

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

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

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

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

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

</TABLE>

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

4.	Real Estate Under Operating Lease, Net:

	Real estate under operating lease consists of the following:

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

</TABLE>

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

5.	Note Payable:

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

5.	Note Payable:  (Continued)

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

6.	Provision for Income Taxes:

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

7.	Mortgage Note Payable:

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


                          Year ending December 31,

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


8.	Capital Stock:

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

<TABLE>
<CAPTION>
					                     2001          2000
<S>                                                <C>           <C>
Common Stock, $.001 Par Value
Authorized Shares		                       	   50,000,000    50,000,000
Issued and Outstanding Shares	                      1,200,000     1,200,000

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

</TABLE>

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

    9.	Rental Income:

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

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





<PAGE>

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

    1.    PLAN OF OPERATION FOR THE NEXT 12 MONTHS


             The plan of operation for the next twelve months  is to engage
in  those  activities  described  in  Item  1 under the BUSINESS OF COMPANY
section. The corporate policy regarding these  activities  will  be  formed
through a generation of ideas and direction from a Board of Directors.  The
day-to-day   operations  and  decisions  will  be  delegated  to  a  senior
management team  directed  by  a  chief  executive officer with counsel and
implementation from experienced officers.  The four primary officers of the
Company who will be responsible for the day-to-day  implementation  of  the
corporate  policy  and  direction will be James R. Simmons, Scott B. Adams,
Richard Nadeau, Jr. and Kevin  Gillis.  All  four  were founding members of
Realty.  Realty  has  been  in  the  business of acquiring  defaulted  loan
obligations from financial institutions  and  collecting  said  obligations
through negotiation or foreclosure on the collateral securing the loan. Its
emphasis  has been on purchasing individual assets from New England  banks.
These assets  are  generally smaller loans ($150,000 to $300,000) which are
ripe for immediate restructure  or  conversion to foreclosure or refinance.
The Company's success will largely be  driven  by  the proven experience of
its management who have already demonstrated the viability of the Company's
business plan through the experiences of Realty. The  collective  practical
experience  of this group in the areas of business the Company will  engage
in is important  in  the  operations of the Company. Each brings a specific
set of skills and knowledge  that include commercial banking, loan workout,
real  estate,  environmental liability  and  law.  These  individuals  have
already developed  the  necessary contacts and demonstrated their abilities
with major financial institutions  such  that  they  are  now  called  on a
regular basis to acquire individual or bulk sale assets. The principals are
critical  as there is truly a "barrier of entry" into the Asset acquisition
business which  has already been bridged by this group. Further, management
has developed a system  of  performing  due diligence on these assets and a
proven formula for successful bidding. Realty  has earned over $1.4 million
net profit on an original capital investment of  $300,000  in its three and
one-half  (3.5)  years  of operation, having experienced average  rates  of
return on equity of over  fifty  percent  (50%). Realty has also identified
and  acquired  medium  and  long-term  "performing" assets at significant
<PAGE>

discounts which provide ongoing cash flow. These asset are typically  loans
which  had  historic  payment defaults, but which Realty has resurrected by
restructuring  the  payment   provisions  or  convincing  the  borrower  to
reinstate to avoid lose of the collateral.


    2. NEED FOR ADDITIONAL FINANCING


        No  commitments to provide  additional  funds  have  been  made  by
management or  other  stockholders.  Accordingly, there can be no assurance
that any additional funds will be available  to  the Company to allow it to
cover  its  expenses.  However, given its current operations  and  extended
business plan, the Company  has  sufficient  cash  flow  and line of credit
availability  to  continue  to  execute  the business plan of the  Company.
However,  the  proposed  rate  of growth and financial  projections  assume
raising $3,000,000 through the issuance  and  sale of convertible preferred
equity  in  the  Company.  If such capital is not raised  through  such  an
offering, the Company's growth  proportions  may  not  be met. Nonetheless,
Realty  would  still  have  sufficient cash flow and debit availability  to
continue along its historical operational history.


    3. NEW ACCOUNTING PRONOUNCEMENTS


        Statement of Financial  Accounting  Standards  No. 121, "Accounting
for  the Impairment of Long-Lived Assets and for Long-Lived  Assets  to  be
Disposed  of"  ("SFAS  121") issued by the FASB, is effective for financial
statements for fiscal years beginning after December 15, 1995. The standard
establishes new guidelines  regarding  when impairment losses on long-lived
assets, which include plant and equipment,  certain identifiable intangible
assets, and goodwill, should be recognized and how impairment losses should
be measured.

        The Company does not expect adoption  to  have a material effect on
its financial position or results of operations.

        Statement of Financial Accounting Standards  No.  123,  "Accounting
for Stock-Based Compensation" ("SFAS 123") issued by the FASB, is effective
<PAGE>

for  specific  transactions  entered  into  after  December  15,  1995. The
disclosure  requirements of SFAS 123 are effective for financial statements
for fiscal years  beginning  no  later  than  December  15,  1995.  The new
standard  established  a  fair  value  method of accounting for stock-based
compensation plans and for transactions  in  which an entity acquires goods
or  services  from non-employees in exchange for  equity  instruments.  The
Company does not expect adoption to have a material effect on its financial
position or results of operations.

CAUTIONARY STATEMENT

This Quarterly Report  on  Form 10-QSB contains statements relating to
future results of the Company (including  certain  projections and business
trends) that are "forward-looking statements" as defined  in  the  Private
Securities Litigation  Reform  Act  of  1995.  Actual  results  may differ
materially from those  projected  as  a  result  of  certain  risks  and
uncertainties,  including  but  not  limited  to  changes  in political and
economic  conditions;  domestic and foreign government spending,  budgetary
and  trade  policies; Asset  performance,  successful  development  of  new
business lines,  and  competition as well as other risks and uncertainties,
including but not limited  to those described above in the discussion under
RISK FACTORS, and those detailed  from  time  to time in the filings of the
Company with the Securities and Exchange Commission.


                          PART II  OTHER INFORMATION

ITEM 1.  Legal Proceedings

          Neither the Registrant nor any of its affiliates are a
          party, nor is any of their property subject, to material
          pending legal proceedings or material proceedings known
          to be contemplated by governmental authorities.

ITEM 2.  Changes in Securities

          None



<PAGE>

ITEM 3.  Defaults Upon Senior Securities

          None

ITEM 4.  Submission of Matters to a Vote of Security Holders

          None

ITEM 5.  Other Information

          None

ITEM 6.  Exhibits and Reports on Form 8 K

         a.  Exhibits

             Exhibit 27. Financial Data Schedule

         b.  Reports on Form 8 K

             None


INDEX TO EXHIBITS


EXHIBIT      NO      DESCRIPTION



#            3.1    Articles  of Incorporation  of  the  Registrant,  as
                    amended;

#            3.2    Bylaws of the Registrant;

#            4.1    Instruments Defining Rights of Security Holders/Minutes of
                    Annual/Special Meetings of the Registrant;
<PAGE>

#            10.1   Issuance of Restricted Shares from Authorized Shares;

#            23.1   Consent of Nadeau & Simmons, P.C.;

x            27     Financial Data Schedule

x            99.1   Safe Harbor Compliance Statement

_______________________
x     Filed herewith.

#     Incorporated by reference from the Registrant's Registration
      Statement filed on Form 10-SB on or about April 14, 2000.


                                   SIGNATURES


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


                                           NORTHBOROUGH HOLDINGS, INC.

                                           /s/ Nadeau & Simmons, P.C.

DATE: July __, 2000                        By: NADEAU & SIMMONS, P.C.
                                           Title: Filing Agent