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RISK  FACTORS

An  investment  in  our common stock involves a high degree of risk.  You should
carefully  consider  the risks described below and the other information in this
Annual  Report  before  investing  in  our common stock. If any of the following
risks  occur,  our  business, operating results and financial condition could be
seriously harmed. The trading price of our common stock could decline due to any
of  these  risks,  and  you  may  lose  all  or  part  of  your  investment.

RISKS  RELATED  TO  OUR  FINANCIAL  CONDITION  AND  BUSINESS  MODEL

IF  WE  DO  NOT  OBTAIN  ADDITIONAL  FINANCING,  OUR  BUSINESS  WILL  FAIL.

Our  current operating funds are less than necessary to complete the exploration
of  the optioned mineral claims, and therefore we will need to obtain additional
financing  in  order to complete our business plan.  As of November 30, 2001, we
had cash in the amount of  $362.  We currently do not have any operations and we
have  no income.  Our business plan calls for significant expenses in connection
with  the  exploration  of our optioned mineral claim.  While we have sufficient
funds to carry out phase one of the recommended exploration program on the Cedar
mineral  claim,  we  will  require additional financing in order to complete the
full-recommended  exploration  program.   We  will  also  require  additional
financing  if  the  costs  of  the exploration of our optioned mineral claim are
greater  than  anticipated.  We will require additional financing to sustain our
business  operations  if  we  are  not  successful  in  earning  revenues  once
exploration  is  complete.  We  do  not  currently  have  any  arrangements  for
financing  and  we can provide no assurance to investors that we will be able to
find  such  financing  if  required.  Obtaining  additional  financing  would be
subject to a number of factors, including the market prices for silver, lead and
zinc,  investor  acceptance  of  our  property,  and  investor sentiment.  These
factors may make the timing, amount, terms or conditions of additional financing
unavailable  to  us.

The  most likely source of future funds presently available to us is through the
sale  of  equity  capital.  Any sale of share capital will result in dilution to
existing shareholders.  The only other anticipated alternative for the financing
of  further  exploration  would  be  the  offering  by  us of an interest in our
properties  to  be  earned  by  another  party  or  parties carrying out further
exploration  thereof,  which  is  not  presently  contemplated.

IF  WE  DO  NOT  COMPLETE  THE  REQUIRED OPTION PAYMENTS AND CAPITAL EXPENDITURE
REQUIREMENTS  MANDATED  IN  OUR  OPTION,  WE WILL LOSE OUR INTEREST IN THE CEDAR
MINERAL  CLAIM  AND  OUR  BUSINESS  MAY  FAIL.

We  are  obligated  to  make  additional  option  payments and incur exploration
expenditures  on  the optioned mineral claim in order to exercise the option and
obtain  a  100%  interest  in  the Cedar mineral claim. We must issue a total of
50,000  additional

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shares  of  our common stock and incur exploration expenditures in the amount of
$135,000  in  order  to  exercise  this  option.  We  will  require  substantial
additional  capital  to  fund  the continued exploration of our optioned mineral
claim  and exercise the option. If we do not make the additional option payments
or  meet  the exploration expenditures required by the option agreement, we will
forfeit  our interest in the optioned mineral claim and will have no interest in
the  optioned  mineral claim. We have no agreements for additional financing and
we  can  provide  no  assurance  to  investors  that  additional funding will be
available  to us on acceptable terms, or at all, to continue operations, to fund
new  business  opportunities  or  to  execute  our business plan. If we lose our
interest  in  the  optioned mineral claim, then there is a substantial risk that
our  business  will  fail.

BECAUSE  WE  HAVE  NOT  COMMENCED  BUSINESS  OPERATIONS,  WE FACE A HIGH RISK OF
BUSINESS  FAILURE.

We have not even begun the initial stages of exploration of our optioned mineral
claim,  and  thus have no way to evaluate the likelihood that we will be able to
operate the business successfully.  We were incorporated on October 17, 2000 and
to  date  have  been  involved  primarily  in  organizational activities and the
acquisition  of  the optioned mineral claim.  We have not earned any revenues as
of  the  date  of  this  Report.  Potential  investors  should  be  aware of the
difficulties  normally  encountered by new mineral exploration companies and the
high  rate  of  failure  of  such enterprises. The likelihood of success must be
considered  in  light of the problems, expenses, difficulties, complications and
delays  encountered in connection with the exploration of the mineral properties
that we plan to undertake. These potential problems include, but are not limited
to,  unanticipated  problems  relating  to exploration, and additional costs and
expenses  that  may  exceed  current  estimates.

Prior  to  completion of our exploration stage, we anticipate that we will incur
increased  operating  expenses  without  realizing  any  revenues.  We therefore
expect  to  incur  significant losses into the foreseeable future.  We recognize
that  if  we are unable to generate significant revenues from the exploration of
our  optioned  mineral  claim and the production of minerals thereon, if any, we
will  not  be  able  to  earn  profits  or  continue  operations.

There  is no history upon which to base any assumption as to the likelihood that
we will prove successful, and we can provide investors with no assurance that we
will  generate  any operating revenues or ever achieve profitable operations. If
we  are  unsuccessful  in  addressing these risks, our business will most likely
fail.

BECAUSE  OF THE SPECULATIVE NATURE OF EXPLORATION OF MINING PROPERTIES, THERE IS
SUBSTANTIAL  RISK  THAT  NO  COMMERCIALLY EXPLOITABLE MINERALS WILL BE FOUND AND
THIS  BUSINESS  WILL  FAIL.

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The  search  for  valuable  minerals  as  a  business is extremely risky. We can
provide  investors  with  no  assurance  that  the  mineral  claims that we have
optioned  contain  commercially  exploitable  reserves  of silver, lead or zinc.
Exploration  for  minerals  is  a  speculative  venture  necessarily  involving
substantial  risk.  The  expenditures to be made by us in the exploration of the
optioned  mineral  properties  may  not  result  in  the discovery of commercial
quantities  of ore.  Problems such as unusual or unexpected formations and other
conditions  are involved in mineral exploration and often result in unsuccessful
exploration efforts. In such a case, we would be unable to complete our business
plan.

BECAUSE OF THE INHERENT DANGERS INVOLVED IN MINERAL EXPLORATION, THERE IS A RISK
THAT  WE  MAY  INCUR  LIABILITY  OR  DAMAGES  AS  WE  CONDUCT  OUR  BUSINESS.

The search for valuable minerals involves numerous hazards.  As a result, we may
become  subject to liability for such hazards, including pollution, cave-ins and
other  hazards  against which we cannot insure or against which we may elect not
to  insure.  The  payment of such liabilities may have a material adverse effect
on  our  financial  position.

EVEN  IF  WE  DISCOVER  COMMERCIAL  RESERVES  OF PRECIOUS METALS ON OUR OPTIONED
MINERAL  PROPERTIES,  WE  MAY  NOT  BE  ABLE  TO  SUCCESSFULLY OBTAIN COMMERCIAL
PRODUCTION.

The optioned mineral properties do not contain any known bodies of ore.   If our
exploration  programs  are  successful in establishing ore of commercial tonnage
and  grade, we will require additional funds in order to place the Cedar mineral
claim into commercial production.  At this time we can provide investors with no
assurance  that  we  will  be  able  to  obtain  such  financing.

WE  NEED  TO  CONTINUE  AS  A  GOING  CONCERN  IF  OUR  BUSINESS  IS TO SUCCEED.

There  are a number of factors that raise substantial doubt about the ability of
Southborrough  Ventures  to  continue  as  a  going  concern.  Such factors are:
Southborrough Ventures is in a net loss position; Southborrough Ventures has not
obtained  profitable  operations;  and  Southborrough Ventures is dependent upon
obtaining adequate financing.  If Southborrough Ventures is not able to continue
as  a  going  concern,  it  is  likely  investors  will  lose their investments.


RISKS  RELATED  TO  OUR  MARKET  AND  STRATEGY

If we do not obtain clear title to the mining properties, our business may fail.

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While  we  have obtained geological reports with respect to the optioned mineral
properties,  this  should  not  be  construed  as  a  guarantee  of  title.  The
properties  may  be  subject  to  prior  unregistered agreements or transfers or
native  land  claims,  and  title  may  be  affected by undetected defects.  Our
optioned  mining  properties  have  not been surveyed and therefore, the precise
locations  and  areas  of  the  properties  may  be  in  doubt.

RISKS  RELATED  TO  LEGAL  UNCERTAINTY

IF  WE  BECOME  SUBJECT  TO  BURDENSOME  GOVERNMENT  REGULATION  OR  OTHER LEGAL
UNCERTAINTIES,  OUR  BUSINESS  WILL  BE  NEGATIVELY  AFFECTED.

There  are  several governmental regulations that materially restrict the use of
ore.  Under  the  Mining  Act of British Columbia, to engage in certain types of
exploration will require work permits, the posting of bonds, and the performance
of  remediation work for any physical disturbance to the land.  Also, to operate
a working mine, the British Columbia Environmental Assessment Act may require an
environmental  review  process.

In  addition,  the  legal  and  regulatory  environment  that  pertains  to  the
exploration  of ore is uncertain and may change. Uncertainty and new regulations
could increase our costs of doing business and prevent us from exploring for ore
deposits.  The  growth  of demand for ore may also be significantly slowed. This
could  delay  growth  in  potential demand for and limit our ability to generate
revenues.  In  addition to new laws and regulations being adopted, existing laws
may  be applied to mining that have not as yet been applied.  These new laws may
increase our cost of doing business with the result that our financial condition
and  operating  results  may  be  harmed.


RISKS  RELATED  TO  THIS  OFFERING

BECAUSE  OUR  PRESIDENT,  MR.  JOHN  TAYLOR,  OWNS 30% OF OUR OUTSTANDING COMMON
STOCK,  HE WILL MAKE AND CONTROL CORPORATE DECISIONS THAT MAY BE DISADVANTAGEOUS
TO  OTHER  MINORITY  SHAREHOLDERS.

Mr.  John  Taylor,  our  director  and  President, owns approximately 30% of the
outstanding  shares of our common stock. Accordingly, he will have a significant
influence  in  determining  the  outcome  of all corporate transactions or other
matters,  including mergers, consolidations and the sale of all or substantially
all  of  our assets, and also the power to prevent or cause a change in control.
The  interests  of  Mr.  Taylor  may  differ  from  the  interests  of the other
stockholders  and thus result in corporate decisions that are disadvantageous to
other  shareholders.

BECAUSE  OUR  PRESIDENT  HAS  OTHER  BUSINESS  INTERESTS,  HE MAY NOT BE ABLE OR
WILLING  TO  DEVOTE  A  SUFFICIENT  AMOUNT  OF  TIME TO OUR BUSINESS OPERATIONS,
CAUSING  OUR  BUSINESS  TO  FAIL.

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Our  president,  Mr.  Taylor  is  presently  required  to  spend only 15% of his
business time on business management services for our company.  While Mr. Taylor
presently  possesses  adequate  time  to attend to our interests, it is possible
that  the  demands  on Mr. Taylor from his other obligations could increase with
the  result  that  he  would  no longer be able to devote sufficient time to the
management  of our business.  In addition, Mr. Taylor may not possess sufficient
time  for  our  business  if  the  demands  of  managing  our business increased
substantially  beyond  current  levels.

BECAUSE  MANAGEMENT  HAS  ONLY  LIMITED  EXPERIENCE  IN MINERAL EXPLORATION, THE
BUSINESS  HAS  A  HIGHER  RISK  OF  FAILURE.

Our  management has only limited experience in mineral exploration.  As a result
of this inexperience, there is a higher risk of our being unable to complete our
business  plan  in  the  exploration  and  exploitation  of our optioned mineral
property.

IF A MARKET FOR OUR COMMON STOCK DOES NOT DEVELOP, SHAREHOLDERS MAY BE UNABLE TO
SELL  THEIR  SHARES.

There  is  currently  no  market  for  our  common  stock  and we can provide no
assurance  that a market will develop. We currently plan to apply for listing of
our  common  stock on the NASD over the counter bulletin board.  However, we can
provide  investors  with  no  assurance  that  our  shares will be traded on the
bulletin  board  or,  if  traded,  that a public market will materialize.  If no
market  is  ever developed for our shares, it will be difficult for shareholders
to  sell their stock. In such a case, shareholders may find that they are unable
to  achieve  benefits  from  their  investment.


IF  A  MARKET  FOR  OUR  COMMON STOCK DEVELOPS, OUR STOCK PRICE MAY BE VOLATILE.

If  a  market for our common stock develops, we anticipate that the market price
of  our common stock will be subject to wide fluctuations in response to several
factors,  including:

  (1)   actual  or  anticipated  variations  in  our  results  of  operations;
  (2)   our  ability  or  inability  to  generate  new  revenues;
  (3)   increased  competition;  and
  (4)   conditions  and  trends  in  the  mining  industry.

Further,  if  our  common  stock is traded on the NASD over the counter bulletin
board,  our  stock  price  may  be  impacted  by  factors  that are unrelated or
disproportionate  to  our operating performance.   These market fluctuations, as
well  as  general economic, political and market conditions, such as recessions,
interest  rates  or international currency fluctuations may adversely affect the
market  price  of  our  common  stock.

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OUR  SHARES  CONSTITUTE  PENNY  STOCK

The  shares  of our common stock constitute penny stock under the Securities and
Exchange  Act.  The  shares  will remain penny stock for the foreseeable future.
The classification of penny stock makes it more difficult for a broker-dealer to
sell  the  stock  into  a  secondary market, which makes it more difficult for a
purchaser  to liquidate his or her investment.  Any broker-dealer engaged by the
purchaser for the purpose of selling his or her shares in Southborrough Ventures
will  be  subject  to  rules 15g-1 through 15g-10 of the Securities and Exchange
Act.  Rather  than  creating  a  need  to  comply  with  those  rules,  some
broker-dealers  will  refuse  to  attempt  to  sell  penny  stock.



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