U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB

[X]    Annual Report Pursuant To Section 13 Or 15(d) Of The Securities Exchange
       Act Of 1934

       For the fiscal year ended NOVEMBER 30, 2002
                                 -----------------

[  ]   Transition Report Under Section 13 Or 15(d) Of The Securities Exchange
       Act Of 1934

       For the transition period from _____ to _____

COMMISSION FILE NUMBER:   0-30375



                          SOUTHBORROUGH VENTURES, INC.
--------------------------------------------------------------------------------
                 (Name of small business issuer in its charter)

NEVADA                                                       98-0339467
---------------------------------                            -------------------
(State or other jurisdiction                                 (I.R.S. Employer
 of incorporation or organization)                           Identification No.)

1250 Saturna Drive
Parksville, British Columbia, Canada                         V9P 2T5
---------------------------------------                      -------------------
(Address of principal executive offices)                     (Zip Code)

(604)  484-2899
--------------------------------------------------------------------
Issuer's telephone number


Securities registered under Section 12(b) of the Exchange Act: NONE
Securities registered under Section 12(g) of the Exchange Act:
COMMON STOCK, PAR VALUE $0.001 PER SHARE

Check whether the issuer (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 in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [ ]

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

State the aggregate market value of the voting and non-voting common equity held
by non-affiliates computed by reference to the price at which the common equity
was sold, or the average bid and asked price of such common equity, as of a
specified date within the past 60 days. (See definition of affiliate in RULE
12B-2 of the Exchange Act.). As of January 28, 2003, the aggregate market value
of our common stock held by non-affilates was approximately $30,000,000.

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date. 20,020,000 Shares of Common Stock at
March 12, 2002.

Transitional Small Business Disclosure Format (check one): Yes  [   ]   No  [X]



<PAGE>


                                     PART I

ITEM 1.  DESCRIPTION OF BUSINESS.

In General

Founded in October, 2000, Southborrough Ventures, Inc. (the "Company") has
planned and intended to ultimately engage in the acquisition, and exploration of
mineral properties and exploit mineral deposits demonstrating economic
feasibility. We are an exploration stage company. The auditors of the Company
have raised substantial doubt as to our ability to continue as a going concern.
See "Notes to Financial Statements, Note 1(c)."

We currently own an option to acquire an interest in the mineral claim described
below under the heading "Cedar Mineral Claim Option Agreement." Our plan of
operations has been to carry out exploration work on the Cedar mineral claim and
ascertain whether this claim possesses commercially exploitable quantities of
silver, lead or zinc. There can be no assurance that a commercially exploitable
mineral deposit, or reserve, exists in the Cedar mineral claim until appropriate
exploratory work is done and an economic evaluation based on such work concludes
there is economic feasibility.

Devolopments and Contemplated Activities

Fiscal year end November 30, 2002, was marked with completion of additional
exploration work on the Cedar mineral claim prior to commencing the third
exploration phase. We are awaiting a geologic report on the exploration work
done to date. We anticipate receiving this report in April, 2003. Until we can
review and assess the result of the geologic report, we will not commence the
third phase of our exploration activities on the Cedar mineral claim. We must
obtain sufficient financing prior to being able to commence the final
exploration activities on the Cedar mineral claim. In addition, we were
successful in negotiating an extension until June 30, 2003 to perform certain
exploration work and to issue additional shares as option consideration. There
is no assurance that we will be able to timely perform these and other
evaluations to maintain our interest in the Cedar mineral claim. Thus, unless we
obtain sufficient financing, negotiate a further extension or other changes in
the option agreement or make arrangements with third parties to satisfy the
exploration requirements, our rights and interests in the Cedar mineral claim
may terminate sometime during 2003.

We intend to pursue a restructuring plan designed to address the status of
outstanding liabilities while exploring potential business combinations with
other parties which may allow diversification and generate new sources of
revenue and potential business opportunities. We may investigate and seek a
business opportunity with entities which have recently commenced operations, or
which wish to utilize the public marketplace in order to raise additional
capital to develop a new product or service, to expand into new products or
markets, or for other corporate purposes. The Company may acquire assets and
establish wholly owned subsidiaries in various businesses or acquire existing
businesses as subsidiaries. The Company can provide no assurance that the
restructuring plan will be successful.

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<PAGE>


This discussion of the restructuring plan is purposefully general and is not
meant to be restrictive of the Company's unlimited discretion to search for and
enter into potential business opportunities. Management anticipates that it may
be able to participate in only one potential business venture because the
Company has nominal assets and limited financial resources. This lack of
diversification should be considered a substantial risk to shareholders of the
Company because it may not permit the Company to offset potential losses from
one venture against gains from another. The Company can provide no assurance
that a viable business opportunity can be located or acquired.

In late January, 2003, we reported in a Form 8-K filed with the U.S. Securities
and Exchange Commission that we had entered into a non-binding letter of intent
to acquire a business which would be operated as a wholly-owned subsidiary. The
terms of this potential transaction have changed. We continue to pursue this
business opportunity which may be completed sometime in late March, 2003. If
completed, we will file a Form 8-K with proper disclosures concerning the
business acquisition.

Cedar Mineral Claim Option Agreement

We obtained the option to acquire a 100% interest in a mineral claim situated in
the Province of British Columbia, Canada. We refer to this mineral claim as the
Cedar mineral claim. We acquired our interest in the Cedar mineral claim
pursuant to an Option Agreement dated November 20, 2000 between Mr. Locke B.
Goldsmith and us. Mr. Goldsmith is the owner of the Cedar mineral claim. We paid
cash consideration to Mr. Goldsmith for the grant of the option in the amount of
$1,000 on November 20, 2000 upon execution of the Option Agreement. The Option
Agreement was amended by the mutual consent of the parties on February 27, 2001.
The Option Agreement was further amended on July 29, 2001 to extend the dates
for completion of the required exploration expenditures for an additional one
year period. On October 25, 2002, a further amended occurred which extended
until June 30, 2003 the date to issue an additional 25,000 shares and to
complete certain exploration expenditures.

Based on the current terms of the Option Agreement, we are entitled to exercise
the option to acquire the 100% interest in the Cedar mineral claim when we have:

(A)  paid Mr.Goldsmith $1,000 (paid upon the execution of the Option
     Agreement);

(B)  incurred an aggregate of $135,000 of property exploration expenditures on
     the Cedar mineral claim within the following periods:

     (1)  $5,000 on or before July 31, 2002;
     (2)  a further $10,000.00 on or before June 30, 2003;
     (3)  a further $120,000.00 on or before October 31, 2003;

(C)  issued to Mr. Goldsmith an aggregate of 55,000 shares of our common stock,
     as follows:

     (1)  5,000 upon execution of the option agreement (already issued); and
     (2)  25,000 shares upon the completion of the second phase of an
          exploration program on the Property on or before June 30, 2003; and
     (3)  25,000 shares upon the completion of the third phase of an exploration
          program on the Property on or before October 31, 2003

                                       3

<PAGE>


If we spend, in any of the above periods, less than the required sum, we may, at
our option, pay to Mr. Goldsmith the difference between the amount actually
spent and the required exploration expenditure in full satisfaction of the
exploration expenditures to be incurred. In the event that we spend, in any
period, more than the required sum, then the excess will be carried forward and
applied to the required exploration expenditures to be incurred in subsequent
periods. If we fail to make any required payment, issue any required shares or
incur any required exploration expenditures, our option will terminate and we
will have no further rights to the Cedar mineral claim.

Property exploration expenditures include all costs of acquisition and
maintenance of the property, all expenditures on the exploration and development
of the property and all other costs and expenses of whatsoever kind or nature,
including those of a capital nature, incurred or chargeable with respect to the
exploration of the property. In addition, until we have secured a 100% interest
in the Cedar mineral claim, we are obligated to maintain in good standing the
Cedar mineral claim by:

     (A)  the doing and filing of assessment work or making of payments in lieu
          thereof;
     (B)  the payment of taxes and rentals; and
     (C)  the performance of all other actions necessary to keep the Cedar
          mineral claim free and clear of all liens and other charges.

Description of the Cedar Mineral Claim

The Cedar mineral claim comprises one claim consisting of 16 units in the Slocan
Mining Division of Central British Columbia, Canada. Mr. Locke B. Goldsmith
recorded the claim on November 20, 2000. The claim currently expires on November
20, 2003. The claim can be extended for one year by conducting work on the claim
equal to $100 per claim unit and by paying a filing fee of $10 per claim unit.
After November 2003, it becomes necessary to conduct $200 per claim unit per
year in order to extend the claim. A single work program can count for more than
one year. In our case, work on the claim totaling $27,200 and payment of $1,600
in filing fees will extend our claim for 10 years. The total area of the Cedar
mineral claim, after deducting four overlapping claims, is estimated to be 797.8
acres.

The Cedar mineral claim is located in the Slocan Mountain Range in the Selkirk
Mountains of southeastern British Columbia, Canada. The Slocan Mountain Range is
characterized by long, uniformly steep and heavily timbered slopes rising
through about 5,000 feet to angular peaks and sharp narrow interconnecting
mountain ridges. The original forest covering the claim has been removed by
fires and logging for mining timber early in the twentieth century. The original
forest has been replaced by second growth timber.

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<PAGE>


Location of the Cedar mineral claim

The Cedar mineral claim is located in the Slocan Mining Division of central
British Columbia approximately 12 miles from the Village of New Denver. The
Village of New Denver is approximately 467 miles from Vancouver, British
Columbia. New Denver is the nearest supply center to the property. The property
is accessible from New Denver via British Columbia Highway No. 31A and dirt
roads from Highway 31A. The Cedar mineral claim covers steep forested slopes of
the Carpenter Creek Valley. The central part of the Cedar mineral claim area is
accessible by the Carpenter Creek Valley access road during the snow-free part
of the year. Mine access roads in various states of repair extend to higher
elevations in the eastern and southwestern parts of the Cedar mineral claim.

History of the Cedar mineral claim

Initial exploration work was done on the Cedar mineral claims prior to the
1920's, although no work has been recorded from this earlier exploration. The
Cedar mineral claim has not been explored using modern geological exploration
methods. During the 1990's, the southeastern part of the Cedar mineral claim
area was held by an individual who retained a geologist to report upon the area
and recommend work. The geologist recommended that the area now covered by the
southeastern corner of the Cedar mineral claim should be explored to locate
possible mineralization. This recommended geological work was not done.

The Cedar mineral claim has not hosted any known mines.

Geological Report

We have previously obtained a geological  evaluation report on the Cedar mineral
claim which was  prepared by John Ostler,  M.Sc.,  P. Geo. of Cassiar East Yukon
Expediting  Ltd.  The  geological  report  summarizes  the  results of the prior
exploration  of the Cedar claims and the  geological  formations on the property
that were identified as a result of this prior exploration.

In this geological report, Mr. Ostler recommends proceeding with a three-phase,
staged exploration program on the Cedar mineral claim based on his conclusion
that prospecting, geological mapping and soil surveys are the exploration
techniques that have been the most successful in locating silver-lead-zinc
mineralization in the region. The initial phase of the recommended geological
work program is comprised of the acquisition and analysis of satellite imaging
maps of the Cedar mineral claim in order to make a preliminary assessment of
mineralization. We paid $5,000 towards this initial geological work program. The
results of the initial phase of the work program were available in the Spring of
2002.

Mr. Ostler recommended that the second phase of the exploration program consist
of prospecting and assay sampling. This second phase of the geological work
program is estimated to require a budget of $10,000. We have expended funds in
connection with this second phase of the exploration program which is deemed
reasonable based on the results of the initial first phase of the exploration
program.

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<PAGE>


The third phase of the recommended exploration program is expected to consist of
the prospecting and mapping of the whole of the Cedar mineral property. Soil
surveys around any areas of potential strong mineralization would be included in
this phase. This third phase of the geological work program is estimated to
require a budget of $120,000. Mr. Ostler concluded in his geological report that
the decision to proceed with each subsequent phase of the exploration program
should be contingent upon reasonable encouragement having been gained from the
results of the previous exploration program.

We are awaiting a further geologic report from Mr. Ostler which assesses and
analyzes the exploration work which has been completed to date. We anticipate
receiving this geologic report in April, 2003. A decision whether to proceed
with phase three of the staged exploration program can only be made upon review
of, and analysis of, the geological work done to date. Also, we must have
sufficient funds available if we are to commence and complete the third phase of
the exploration program.

The three phase program recommended in the report constitutes a reconnaissance
exploration program, which is only an initial phase of a full exploration
effort. If we complete all three phases of the exploration program and the
results of these efforts are positive, we will still have to undertake an
extensive and additional exploration program which might consist of further soil
sampling, geophysical surveys, trenching or drilling before we will be able to
identify commercially-viable reserves. The costs of these subsequent programs
will be significantly more than the costs set forth above for the initial three
phase exploration program. Based on our current financial situation, obtaining
funds for these additional costs will be very difficult.


Compliance with Government Regulation

We will be required to conduct all mineral exploration activities in accordance
with the Mining Act of British Columbia. We will be required to obtain work
permits from the British Columbia Ministry of Energy Mines and Resources for any
exploration work that results in a physical disturbance to the land. No work
permit was required for the first phase of our exploration program as this phase
did not involve any physical disturbance. We will be required to obtain a work
permit if we proceed with the physical disturbance of the land during the second
phase of our exploration program. While there is no charge, we have not yet
obtained a work permit under the Mining Act. However, we will incur the expense
of our consultant geologist to prepare the required submission to the Ministry
of Energy Mines and Resources. If the exploration program proceeds to the
trenching, drilling and bulk-sampling stages, we will be required to post small
bonds and file statements of work with the Ministry of Energy Mines and
Resources. We will be required by the Mining Act to undertake remediation work
on any work that results in physical disturbance to the land. The cost of
remediation work will vary according to the degree of physical disturbance.

Regulatory compliance costs have been budgeted in the proposed exploration
program recommended by the geological report. As mentioned above, we will have
to sustain the cost of reclamation and environmental mediation for all
exploration and other work undertaken. The amount of these costs is not known at

                                       6

<PAGE>


this time as we do not know the extent of the exploration program that will be
undertaken, if at all, beyond completion of the recommended exploration program.
Because there is presently no information on the size, tenor, or quality of any
resource or reserve at this time, it is impossible to assess the impact of any
capital expenditures on earnings or our competitive position.

An environmental review is not required under the Environmental Assessment Act
to proceed with the recommended exploration program on our mineral claims.

Employees

We have no employees as of the date of this report other than our sole officer,
John Taylor.

The services of Mr. Taylor are provided to us pursuant to an Executive
Consulting Agreement between Mr. Taylor and us. We pay Mr. Taylor a consulting
fee of $1,000 per month in consideration for his providing management and
administration services to us. The consulting fee increases to $5,000 per month
if Mr. Taylor is required to spend more than 50% of his business time on our
business. The management agreement expired on November 30, 2002, but has been
extended for an additional two year period.

We intend to conduct our business largely through agreements with consultants
and arms-length third parties.

Research and Development Expenditures

We have incurred exploration expenditures to date. We have not incurred any
other research or development expenditures since our incorporation.

Subsidiaries

We do not have any subsidiaries.

Patents and Trademarks

We do not own, either legally or beneficially, any patents or trademarks.

Forward-Looking Statements

     This Form 10-KSB includes "forward-looking statements" within the meaning
of Section 27A of the Securities Act of 1933, as amended ("Securities Act"), and
Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"). All statements other than historical fact included in this Form 10-KSB,
including, without limitation, the statements under Item 1. "Description of
Business" and Item 6 "Management's Discussion and Analysis or Plan of Operation"
and the statements located elsewhere herein regarding the Company's financial
position and liquidity, the nature of its contemplated business activities, and
other matters, are forward-looking statements. Although the

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<PAGE>


Company believes that the expectations reflected in such forward-looking
statements are reasonable, it can give no assurances that such expectations will
prove to have been correct. Important factors that could cause actual results to
differ materially from the Company's expectations are disclosed in this Form
10-KSB in conjunction with said forward-looking statements included herein.

     The Company's intentions and expectations described in this Form 10-KSB
with respect to its existing right to the Cedar mineral claim and its
contemplated future activities may be deemed to forward-looking statements.
These statements are based on management's current assessment of its business
operations in light of the information available at the time and its analysis of
opportunities. Subsequently obtained information and experience concerning
potential activities may result in revisions to management's expectations and
intentions and, thus, the Company may alter its plans and contemplated
activities. Furthermore, circumstances beyond the Company's control may alter
and vary its intended business operations.

ITEM 2.  DESCRIPTION OF PROPERTY.

We do not own or lease any property other than the option to acquire an interest
in the Cedar mineral claims.

ITEM 3.  LEGAL PROCEEDINGS.

We are not a party to any material legal proceedings and to our knowledge, no
such proceedings are threatened or contemplated. At this time we have no
bankruptcy, receivership or similar proceedings pending.

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

No matters were submitted to our security holders for a vote during the fourth
quarter of our fiscal year ending November 30, 2002.


                                     PART II


ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

Limited Public Market for Common Stock

There is presently a limited public market for our common stock in the
over-the-counter market under the symbol "SBBV." However, as of the end of our
fiscal year on November 30, 2002, there was no public market for our common
stock.

The closing bid price on March 12, 2003 was $3.30. Transactions on the
over-the-counter market reflect inter-dealer quotations, without adjustment for
retail mark-ups, mark-downs or commissions to the broker-dealer and may not
necessarily represent actual transactions.


                                       8

<PAGE>


Holders of Common Stock

As of March 12, 2003, the Company had approximately 28 registered shareholders
of our common stock.

Dividends

During the fiscal year ended November 30, 2002, the Company did no declare or
pay any dividend on its common stock. However, the Company did declare a stock
dividend of three (3) shares for every one share of common stock held by
registered holders of our common stock on January 23, 2003.

There are no restrictions in our Articles of Incorporation or bylaws that
restrict us from declaring dividends. The Nevada Revised Statutes, however,
prohibit us from declaring dividends where, after giving effect to the
distribution of the dividend:

     (A)  we would not be able to pay our debts as they become due in the usual
          course of business; or

     (B)  our total assets would be less than the sum of our total liabilities,
          plus the amount that would be needed to satisfy the rights of
          shareholders who have preferential rights superior to those receiving
          the distribution.

Any future dividend on common stock will be at the discretion of the Board of
Directors and will be dependent upon the Company's earnings, financial
condition, and other factors. The Company's Board of Directors presently has no
plans to pay any dividends in the foreseeable future.

Sales of Unregistered  and Restricted Securities Over the Past Three Years.

During the fiscal year ended at November 30, 2002, the Company had no
transactions involving the sale of unregistered shares of its common stock.

In late October, 2000, the Company issued 3,000,000 shares of restricted common
stock to approximately 25 investors, each of whom was a non-U.S. person. The
shares were issued at $0.02 per share and the Company raised an aggregate of
$60,000 from the sale of these shares. The foregoing purchase and sale to these
persons were exempt from registration under the Securities Act of 1933, as
amended, pursuant to Section 3(b) of the Securities Act of 1933, as amended,
Rule 504 of Regulation D promulgated thereunder, and pursuant to Regulation S
since all investors were non-U.S. persons at the time of their purchase of the
subject shares of common stock.


                                       9
<PAGE>


ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

We have not attained profitable operations since inception. We do not have
sufficient capital to meet our obligations for the next twelve month period. As
a result, we will need to seek additional funding in the near future and to
explore potential business opportunities with third parties to secure new
sources of revenue. We currently do not have a specific plan of how we will
obtain such additional funding. However, we are seeking new sources of revenue
from potential business opportunities. We anticipate that any additional funding
will be in the form of equity financing from the sale of our common stock. At
this time, we cannot provide investors with any assurance that we will be able
to raise sufficient funding from the sale of our common stock or that we will be
successful in securing new revenue sources through potential business
opportunities. Similarly, no assurance exists that we will receive revenues from
operations concerning the Cedar mineral claim over the next twelve months. We
believe that debt financing will not be an alternative funding source.

If we do not raise the financing necessary to enable us to complete the
exploration expenditures required under the option agreement for the Cedar
mineral claim, then our option will terminate and we will lose all our rights
and interest in the Cedar mineral claim. If we do not secure additional
financing to incur the required exploration expenditures, we may consider
bringing in a joint venture partner to provide the required funding. We have not
undertaken any efforts to locate a joint venture partner. In addition, we cannot
provide investors with any assurance that we will be able to locate a joint
venture partner who will assist us in funding the exploration of the Cedar
mineral claim. Under these circumstances, we do not anticipate undertaking
efforts to pursue or acquire interests in alternate mineral properties in the
foreseeable future.

The Company's financial statements are presented on a going concern basis which
contemplates the realization of assets and the satisfaction of liabilities in
the normal course of business. At November 30, 2002 and 2001, respectively, the
Company has a net working capital deficit of $65,345 and $34,630, respectively.
The Company has incurred a net loss of $127,445 since inception, and has not
attained profitable operations since inception. For all of these reasons, our
auditors have again stated in their report that they have substantial doubt
about the Company's ability to continue as a going concern. There is no
assurance that the Company will be successful in its plans developed with the
intent of remedying these conditions. See Auditors' Report and "notes to
Financial Statements, Note 1(c)." included herein. The financial statements do
not include any adjustments that might result from the possible inability of the
Company to continue as a going concern.

Results Of Operations for Year Ended November 30, 2002

We did not receive any revenues during the twelve months ended November 30,
2002. We do not anticipate earning revenues until such time as we have entered
into commercial production of our mineral properties. We are presently in the
exploration stage of our business and we can provide no assurance that we will
discover commercially exploitable levels of mineral resources on our properties,
or if such resources are discovered, that we will enter into commercial
production of our mineral properties.

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We incurred operating expenses in the amount of $30,715 for the twelve months
ended November 30, 2002. We incurred mineral property option payments and
exploration costs of $2,132 for the twelve months ended November 30, 2002, and
$17,527 for the period from inception through November 30, 2002. These
expenditures consisted of option payments and exploration costs incurred on our
Cedar mineral claim. For the period ended November 30, 2002, we did not any
costs for administrative services as compared to $30,538 for the prior fiscal
year period ended November 30, 2001.

We incurred professional fees of $16,360 for the twelve months ended November
30, 2002 as compared to $34,571 for the prior twelve months ended November 30,
2001. These professional fees incurred during the period ended November 30, 2001
were primarily attributable to our filing a Form SB-2 registration statement
under the Securities Act of 1933 and our becoming a reporting issuer under the
Securities Exchange Act of 1934. The professional fees incurred during the
period ended November 30, 2002 were attributable to the periodic reports filed
under the Securities Exchange Act of 1934. For the periods ended November 30,
2002 and 2001, we incurred $12,000 in management fees payable to Mr. John
Taylor, our President, under his management agreement. Mr. Taylor has agreed to
defer payment of these management fees until we achieve sufficient financing.

We incurred a net loss of $30,715 for the twelve months ended November 30, 2002
as compared to a net loss of $94,509 for the prior twelve months ended November
30, 2001. Our loss during both fiscal year periods is entirely attributable to
our operating expenses.

In the opinion of management, the Company has not progressed significantly in
its operations over prior periods. Working capital shortages continue to limit
our ability to conduct business, especially to pay for the exploration program
expenses related to the Cedar mineral claim. At this stage, the future business
of the Company is dependent upon its ability to secure additional financing and
the ability to secure new business opportunities and revenue sources to increase
shareholder value. No assurances can be given that the Company will be
successful in this regard. In addition, the auditors of the Company have raised
substantial doubt as to the ability of the Company to continue as a going
concern.

Liquidity And Capital Resources

There was an increase in the Company's deficit working capital to $65,345 during
the fiscal year ended at November 30, 2002 as the Company continued to incur
general operating expenses. For the period ended November 30, 2002, we sustained
our operations by a $16,840 increase in accounts payable and $13,525 loaned to
us. We can provide no assurance that we will be able to obtain additional funds
through additional creditor financing, negotiation of loans at favorable terms
or funds derived from the sale of our common stock.

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<PAGE>


We have not attained profitable operations and are dependent upon obtaining
financing to pursue exploration activities. In the opinion of management, the
Company continues to experience lack of adequate funding to fully pursue the
exploration program on the Cedar mining claim. Given our severe working capital
problems, our auditors have stated in their report that they have substantial
doubt that the Company will be able to continue as a going concern.

Material Commitments, Trends or Uncertainties

We have no material commitments for capital expenditures. Our business is not
subject to unfavourable trends or uncertainties other than the potential
significant decline in the health of the U.S. economy and the U.S. trading
markets. We can no determine the effect of these factors on operations or the
probability such factors will occur.


ITEM 7. FINANCIAL STATEMENTS.

     The Financial Statements of Southborrough Ventures, Inc., the Notes to
Financial Statements and the Auditor's Report of Morgan & Company, chartered
accountants, required by this Item 7 commence on page F-1 and are incorporated
in this report by this reference.


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

Not Applicable.

                                    PART III

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

Information with respect to the executive officers and directors of the Company
during the period ending at November 30, 2002 is set forth below:


Name                       Age           Company Positions and Offices
--------------------       ---           ---------------------------------------
John Taylor                58            President, Chief Executive Officer and
                                         Director
Marshall Bertram           63            Secretary, Treasurer and C.F.O and
                                         Director
Christopher Sampson        57            Director


Set forth below is a brief description of the background and business experience
of each of our executive officers and directors for the past five years.

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<PAGE>


Mr. John Taylor is currently our President, chief executive officer, Treasurer
and C.F.O. and Secretary and is a member of our board of directors. On October
17, 2000, Mr. Taylor was appointed to our board of directors and was appointed
our president. After the resignation of Mr. Bertram. Mr. Taylor was appointed
and assumed the positions of Treasurer, C.F.O. and Secretary. Mr. Taylor was a
fire fighter with the City of Vancouver from 1968 to November 1998. Upon
retiring as a fire fighter, Mr. Taylor founded Sun Coast Skylights, a building
contracting company, which he still owns and operates. Mr. Taylor devotes 15% of
his business time to the management of Southborrough Ventures. He spends the
balance of his business time managing Sun Coast Skylights. Mr. Taylor has
sufficient flexibility with Sun Coast Skylights to devote more time to
Southborrough Ventures as necessary. Mr. Taylor was a director of North American
Fire Guardian Tech. from 1990 to 1997.

Mr. Marshall Bertram was our secretary, treasurer and chief financial officer
and a member of our board of directors from October 17, 2000 until his
resignation on July 9, 2002. Mr. Bertram is also the president and a director of
Digital Ventures Inc., a company engaged in the business of mineral exploration
and publicly traded on the Canadian Venture Exchange, from June 1998 to the
present. Additionally, Mr. Bertram is the vice-president and a director of
Rampart Ventures Ltd., a company engaged in the business of mineral exploration
and publicly traded on the Canadian Venture Exchange, from December 1998 to
present. Mr. Bertram was the chief financial officer and a director of Kenrich
Mining Corporation, a company engaged in the business of mineral exploration and
publicly traded on the Canadian Venture Exchange, from 1993 to March 1998.

Mr. Bertram devoted time to Southborrough Ventures on an as needed basis. Since
Mr. Bertram is an officer and director of two companies engaged in mineral
exploration in addition to Southborrough Ventures, it is possible conflicts of
interests may arise regarding available mineral interests, available investment
capital and other issues related to mineral exploration companies.

Mr. Christopher Sampson was appointed a member of our board of directors on
December 4, 2000. Mr. Sampson is an independent economic geologist consulting in
economic analysis of exploration properties and mineral deposits. He also
consults in planning and managing exploration programs and ore reserve
calculations. He consults through his own company, Sampson Engineering. He
founded Sampson Engineering in 1982 and still consults through Sampson
engineering today. Mr. Sampson has also served as the president of Pacific
Booker Minerals Inc., a company engaged in the mineral exploration of two copper
deposits, from 1995 to the present. Mr. Sampson received his professional
education at the Royal School of Mines, Imperial College, University of London
from 1962 through 1966.

Mr. Sampson has been a member of the Professional Engineers of British Columbia
since 1976, the Institution of Mining and Metallurgy since 1974, the Canadian
Institute of Mining and Metallurgy since 1967 and the Geological Association of
Canada since 1967. To date, he has only spent incidental time on matters for
Southborrough Ventures including board resolutions and initial corporate
planning.

                                       13

<PAGE>


Term of Office

Our Directors are appointed for a one-year term to hold office until the next
annual general meeting of our shareholders or until removed from office in
accordance with our bylaws. Our officers are appointed by our board of directors
and hold office until removed by the board.


Significant Employees

We have no significant employees other than the officers and directors described
above.


Section 16(A) Beneficial Ownership Reporting Compliance
-------------------------------------------------------

Section 16(a) of the Exchange Act requires the Company's executive officers and
directors, and persons who beneficially own more than ten percent of the
Company's equity securities, to file reports of ownership and changes in
ownership with the Securities and Exchange Commission. Officers, directors and
greater than ten percent shareholders are required by SEC regulation to furnish
the Company with copies of all Section 16(a) forms they file.

Based solely on its review of the copies of such forms received by it, the
Company believes that during the fiscal year ended November 30, 2002 all such
filing requirements applicable to its officers and directors were complied with.


ITEM 10. EXECUTIVE COMPENSATION.

The following table sets forth the compensation paid or accrued by the Company
to its Chief Executive Officer for fiscal year 2002, 2001 and 2000. No other
director, officer or employee received annual compensation that exceeded
$100,000.
<TABLE>
<CAPTION>

                                                    SUMMARY COMPENSATION TABLE

---------------------------------------------------------------------------------------------------------------------------
                                               ANNUAL COMPENSATION                     LONG TERM COMPENSATION
---------------------------------------------------------------------------------------------------------------------------
                                                                                  AWARDS           PAYOUTS
                                                                           -------------------     -------
                                                               Other      Restricted  Options/       LTIP          All
                                                               Annual        Stock     SARs*       payouts        Other
Name             Title           Year   Salary($)   Bonus   Compensation    Awarded     (#)          ($)       Compensation
---------------------------------------------------------------------------------------------------------------------------
<S>                              <C>     <C>          <C>        <C>           <C>         <C>          <C>         <C>
John Taylor(1)   President,      2002    12,000       0          $0            0           0            0           0
                 CEO, &          2001    12,000       0          $0            0           0            0           0
                 Director        2000     1,000      N/A         N/A          N/A         N/A          N/A         N/A
---------------------------------------------------------------------------------------------------------------------------

Notes:
(1)      Compensation attributable to Mr. Taylor is paid pursuant to a management between us and Mr. Taylor. See below under
         "Management Agreement".
</TABLE>


                                       14

<PAGE>


STOCK OPTION GRANTS

We did not grant any stock options to the executive officers during our most
recent fiscal year ended November 30, 2002. We have also not granted any stock
options to the executive officers since November 30, 2002.

EXERCISES OF STOCK OPTIONS AND YEAR-END OPTION VALUES

No stock options were exercised by our officers, directors and employees during
the financial year ended November 30, 2002. No stock options have been executed
since November 30, 2002

OUTSTANDING STOCK OPTIONS

We do not have any stock options outstanding.

MANAGEMENT AGREEMENT

The services of Mr. Taylor are provided to us pursuant to an executive
consulting agreement. Under the agreement ,Mr. Taylor has supervisory
responsibilities for all business, financial and managerial affairs of
Southborrough Ventures and shall perform such other duties as reasonably
assigned by the board of directors. His fee is $1,000 per month. The fee
increases to $5,000 per month in the event it becomes necessary for him to
devote 50% or more of his business time to fulfil his obligations under the
agreement. The initial term of the agreement expired on November 30, 2002, but
was extended for an additional period expiring on November 30, 2004. This
agreement is also described in Item 12 - Certain Relationships and Related
Transactions.

The Company has no contract with any officer which would give rise to any cash
or non-cash compensation resulting from the resignation, retirement or any other
termination of such officer's employment with the Company or from a change in
control of the Company or a change in any officer's responsibilities following a
change in control.

DIRECTOR COMPENSATION

We do not pay Messrs. Taylor, Bertram or Sampson any monetary compensation for
acting as directors of the Company.

                                       15

<PAGE>


ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

The following table sets forth, as of March 12, 2003, certain information
concerning the number of shares of our common stock owned beneficially by: (i)
each person (including any group) known to us to own more than five percent (5%)
of any class of our voting securities, (ii) each of our directors, and (iii)
officers and directors as a group. Unless otherwise indicated, the shareholders
listed possess sole voting and investment power with respect to the shares
shown.
<TABLE>
<CAPTION>

===================================================================================================

                           Name and address                   Number of Shares       Percentage of
Title of class             of beneficial owner                of Common Stock       Common Stock(1)
--------------             -------------------                ---------------       ---------------

===================================================================================================

<S>                                                           <C>                        <C>
Common Stock               John Taylor                        6,000,000 shares           30%
                           Director, President, C.E.O.,
                           Treasurer, CFO and
                           Secretary
                           1250 Saturna Drive
                           Parksville, British Columbia
                           Canada

Common Stock               Marshall Bertram                   2,000,000 shares           10%
                           15652 Aster Road
                           Surrey, British Columbia
                           Canada

Common Stock               Christopher Sampson                NIL shares                NIL
                           Director
                           2696 West 11th Avenue
                           Vancouver, British Columbia
                           Canada

Common Stock               Rhonda Windsor                     NIL shares                NIL
                           Director
                           1055 Stonehaven Avenue
                           Newmarket, Ontario
                           Canada

Common Stock               All Officers and Directors         6,000,000 shares           30%
                           as a Group (3 persons)
</TABLE>


===============================================================================

(1)  As of March 12, 2003, there were 20,020,000 shares of our common stock
     issued and outstanding.

===============================================================================

                                       16

<PAGE>


Except as otherwise noted, it is believed by the Company that all persons have
full voting and investment power with respect to the shares indicated. Under the
rules of the Securities and Exchange Commission, a person (or group of persons)
is deemed to be a "beneficial owner" of a security if he or she, directly or
indirectly, has or shares the power to vote or to direct the voting of such
security, or the power to dispose of or to direct the disposition of such
security. Accordingly, more than one person may be deemed to be a beneficial
owner of the same security. A person is also deemed to be a beneficial owner of
any security, which that person has the right to acquire within 60 days, such as
options or warrants to purchase the Common Stock of the Company.

CHANGE IN CONTROL

A change in control may occur in the future if the Company is successful in
pursuing a business opportunity. In particular, the Company may complete a share
exchange transaction in which the Company may acquire all of the issued and
outstanding shares of a private company in exchange for approximately 60,000,000
shares of the Company's common stock. The private company would become a
wholly-owned subsidiary of the Company. In such event, the former shareholders
of the private company would own approximately 75% of the Company's outstanding
common stock while the existing Company shareholders retain approximately 25% of
the Company's outstanding common stock.

As part of the share exchange transaction, it is contemplated that the Company's
existing directors would resign as officers and directors of the Company and
three officers of the private company would be appointed as the new directors
and officers of the Company.


ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

Except as disclosed below, none of the following parties has, since our date of
incorporation, had any material interest, direct or indirect, in any transaction
with us or in any presently proposed transaction that has or will materially
affect us:

     o    Any of our directors or officers;
     o    Any person proposed as a nominee for election as a director;
     o    Any person who beneficially owns, directly or indirectly, shares
          carrying more than 10% of the voting rights attached to our
          outstanding shares of common stock;
     o    Any of our promoters;
     o    Any relative or spouse of any of the foregoing persons who has the
          same house as such person.

Under the management agreement, Mr. Taylor has supervisory responsibilities for
all business, financial and managerial affairs of Southborrough Ventures and
shall perform such other duties as reasonably assigned by the board of
directors. His fee is $1,000 per month. The fee increases to $5,000 per month in
the event it becomes necessary for him to devote 50% or more of his business

                                       17

<PAGE>


time to fulfil his obligations under the agreement. The initial term of the
agreement expired on November 30, 2002, but the terms was extended until
November 30, 2004.

Information concerning this item will be in the Company's 2003 Proxy Statement,
which is incorporated herein by reference.


                                     PART IV

ITEM 13. EXHIBITS, FINANCIAL STATEMENTS AND REPORTS ON FORM 8-K.

Item 13(b) Exhibits
-------------------

    3.1    Articles of Incorporation (1)
    3.2    Certificate of Amendment to Articles of Incorporation (1)
    3.3    Amended By-Laws (3)
   10.1    Option Agreement dated November 20, 2000 between the Company and
           Locke B. Goldsmith (1)
   10.2    Amendment to Option Agreement (1)
   10.3    Option Amendment Agreement dated July 29, 2001 between the Company
           and Locke Goldsmith (2)
   10.4    Amendment No. 2 to Option Agreement dated October 25, 2002 between
           the Company and Locke Goldsmith (3)
   10.5    Executive Consulting Agreement between the Company and John H.
           Taylor dated December 1, 2000 (1)
   10.6    Executive Consulting Agreement between the Company and John H.
           Taylor dated December 1, 2002 (3)
   99.1    Section 306 Certification (3)
   99.2    Certification  pursuant to 18 U.S.C. Section 1350, as adopted
           pursuant to Section  906 of the  Sarbanes-Oxley Act of 2002
           (President and Chief Financial Officer)(3)

          (1)  Previously filed as an exhibit to Southborrough Ventures' Form
               SB-2 filed with the Commission on April 13, 2001.

          (2)  Previously filed as an exhibit to Southborrough Ventures' Form
               10-QSB filed with the Commission on October 15, 2001.

          (3)  Filed herewith

Item 13(b) Reports on Form 8-K
------------------------------

No reports on Form 8-K were filed during the last quarter of our fiscal year
ended November 30, 2002.



                                       18
<PAGE>


ITEM 14. CONTROLS AND PROCEDURES.

As required by Rule 13a-15 under the Exchange Act, within 90 days prior to th
filing date of this report, the Company carried out an evaluation of the
effectiveness of the design and operation of the Company's disclosure controls
and procedures. This evaluation was carried out under the supervision and with
the participation of the Company's management, including the Company's
President, Chief Executive Office and Chief Financial Officer (or persons
performing similar functions). Based upon that evaluation, the Company's
President, Chief Executive Officer and Chief Financial Officer concluded that
the Company's disclosure controls and procedures are effective. There have been
no significant changes in the Company's internal controls or other factors,
which could significantly affect the internal controls subsequent to the date
the Company carried out its evaluation.

Disclosure controls and procedures are controls and other procedures that are
designed to ensure that information required to be disclosed in Company reports
filed or submitted under the Exchange Act is recorded, processed, summarized and
reported, within the time periods specified in the Securities and Exchange
Commission's rules and forms. Disclosure controls and procedures include,
without limitation, controls and procedures designed to ensure that information
required to be disclosed in Company reports filed under the Exchange Act is
accumulated and communicated to management, including the Company's Chief
Executive Officer and Chief Financial Officer as appropriate, to allow timely
decisions regarding required disclosure.


                                       19
<PAGE>



                                   SIGNATURES


In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.


SOUTHBORROUGH VENTURES INC.


By: /s/  John H. Taylor
    ---------------------------------------------------         March 14, 2003
         John Taylor
         President, Treasurer and Secretary
         (Chief Executive Officer and Financial Officer)


In accordance with the Securities Exchange Act, this report has been signed
below by the following persons on behalf of the registrant and in the capacities
and on the dates indicated.



By: /s/  John H. Taylor
    ---------------------------------------------------
         John Taylor
         Director
         Date:      March 14, 2003



By: /s/  Christopher Sampson
    ---------------------------------------------------
         Christopher Sampson
         Director
         Date:      March 17, 2003



By: /s/  Rhonda G. Windsor
    ---------------------------------------------------
         Rhonda G. Windsor
         Director
         Date:      March 14, 2003




                                       20

<PAGE>






                          SOUTHBORROUGH VENTURES, INC.
                         (An Exploration Stage Company)


                              FINANCIAL STATEMENTS


                           NOVEMBER 30, 2002 AND 2001
                            (Stated in U.S. Dollars)





<PAGE>



                                                           MORGAN
                                                           & COMPANY
                                                           CHARTERED ACCOUNTANTS

                                AUDITORS' REPORT



To the Shareholders and Directors
Southborrough Ventures, Inc.
(An exploration stage company)

We have audited the balance sheets of Southborrough Ventures, Inc. (an
exploration stage company) as at November 30, 2002 and 2001, and the statements
of operations and deficit accumulated during the exploration stage, cash flows,
and stockholders' equity for the years ended November 30, 2002 and 2001, and for
the cumulative period from October 17, 2000 (date of inception) to November 30,
2002. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

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

In our opinion, these financial statements present fairly, in all material
respects, the financial position of the Company as at November 30, 2002 and
2001, and the results of its operations and cash flows for the years ended
November 30, 2002 and 2001, and for the period from October 17, 2000 (date of
inception) to November 30, 2002 in accordance with United States generally
accepted accounting principles.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 1(c) to the
financial statements, the Company incurred a net loss of $127,445 since
inception, has not attained profitable operations and is dependent upon
obtaining adequate financing to fulfil its exploration activities. These factors
raise substantial doubt that the Company will be able to continue as a going
concern. Management's plans in regard to these matters are also discussed in
Note 1(c). The financial statements do not include any adjustments that might
result from the outcome of this uncertainty.



Vancouver, B.C.                                               "Morgan & Company"

February 3, 2003, except for Note 8(b)                     Chartered Accountants
   which is as of February 27, 2003
Tel:  (604) 687-5841                               P.O. Box 10007 Pacific Centre
Fax:  (604) 687-0075                        Suite 1488 - 700 West Georgia Street
www.morgan-cas.com                                       Vancouver, B.C. V7Y 1A1


                                      F-1
<PAGE>



                          SOUTHBORROUGH VENTURES, INC.
                         (An Exploration Stage Company)

                                 BALANCE SHEETS
                            (Stated in U.S. Dollars)



--------------------------------------------------------------------------------
                                                               NOVEMBER 30
                                                           2002         2001
--------------------------------------------------------------------------------

ASSETS

Current
     Cash                                               $      21     $     362

Mineral Property Interest (Note 3)                           --            --
                                                        -----------------------

                                                        $      21     $     362
===============================================================================

LIABILITIES

Current
     Accounts payable                                   $  29,821     $  12,972
     Related party loans payable (Note 4)                  35,545        22,020
                                                        -----------------------
                                                           65,366        34,992
                                                        -----------------------

STOCKHOLDERS' DEFICIENCY

Share Capital
     Authorized:
         100,000,000 common shares with
         a par value of $0.001 each

     Issued:
        5,005,000 common shares                             5,005         5,005

     Additional paid-in capital                            57,095        57,095

Deficit Accumulated During The Exploration Stage         (127,445)      (96,730)
                                                        -----------------------

                                                          (65,345)      (34,630)
                                                        -----------------------

                                                        $      21     $     362
===============================================================================



                                      F-2

<PAGE>
<TABLE>
<CAPTION>


                                           SOUTHBORROUGH VENTURES, INC.
                                          (An Exploration Stage Company)

                                        STATEMENTS OF OPERATIONS AND DEFICIT
                                              (Stated in U.S. Dollars)



----------------------------------------------------------------------------------------------------------------
                                                                                                     PERIOD FROM
                                                                                                      INCEPTION
                                                                                                     OCTOBER 17
                                                                     YEARS ENDED                       2000 TO
                                                                     NOVEMBER 30                     NOVEMBER 30
                                                                2002                2001                 2002
----------------------------------------------------------------------------------------------------------------

<S>                                                         <C>                   <C>                 <C>
Expenses
     Administrative services                                $     --             $   30,538           $   30,538
     Interest and bank charges                                     100                  102                  223
     Legal and accounting                                       16,360               34,571               52,031
     Management services                                        12,000               12,000               24,000
     Mineral property option payments
        and exploration costs
                                                                 2,132               14,295               17,527
     Office expense                                               --                  1,913                1,913
     Stock transfer fees                                           123                1,090                1,213
                                                            ----------------------------------------------------

Net Loss For The Year                                           30,715               94,509           $  127,445
                                                                                                      ==========

Deficit Accumulated During The Exploration Stage,
  Beginning Of Year                                             96,730                2,221
                                                            -------------------------------

Deficit Accumulated During The
  Exploration Stage, End Of Year                            $  127,445           $   96,730
===========================================================================================

Basic And Diluted Loss Per Share                            $     0.01           $     0.02
===========================================================================================

Weighted Average Number
  Of Shares Outstanding                                      5,005,000            5,005,000
===========================================================================================


                                                      F-3
<PAGE>



                                       SOUTHBORROUGH VENTURES, INC.
                                      (An Exploration Stage Company)

                                         STATEMENTS OF CASH FLOWS
                                         (Stated in U.S. Dollars)



-------------------------------------------------------------------------------------------------------------
                                                                                                PERIOD FROM
                                                                                                 INCEPTION
                                                                                                 OCTOBER 17
                                                                      YEARS ENDED                  2000 TO
                                                                      NOVEMBER 30                NOVEMBER 30
                                                                 2002              2001              2002
-------------------------------------------------------------------------------------------------------------

Cash Flows From Operating Activities
     Net loss for the year                                    $ (30,715)         $ (94,509)         $(127,445)

Adjustments To Reconcile Net Loss To Cash
  Used By Operating Activities
     Shares issued for mineral property option payment             --                 --                  100
     Increase in accounts payable                                16,849             12,972             29,821
                                                              -----------------------------------------------
                                                                (13,866)           (81,537)           (97,524)
                                                              -----------------------------------------------

Cash Flows From Financing Activities
     Proceeds from issue of common shares                          --                 --               62,000
     Increase in loan payable                                    13,525             22,020             35,545
                                                              -----------------------------------------------
                                                                 13,525             22,020             97,545
                                                              -----------------------------------------------

Increase (Decrease) In Cash                                        (341)           (59,517)                21

Cash, Beginning Of Year                                             362             59,879               --
                                                              -----------------------------------------------

Cash, End Of Year                                             $      21          $     362          $      21
=============================================================================================================




SUPPLEMENTAL DISCLOSURE OF CASH FLOWS INFORMATION

During the period ended November 30, 2000, the Company issued 5,000 common
shares at a fair value of $100 pursuant to the mineral property option agreement
(Note 3).


                                                   F-4
<PAGE>



                                           SOUTHBORROUGH VENTURES, INC.
                                          (An Exploration Stage Company)

                             STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIENCY)

                                            NOVEMBER 30, 2002 AND 2001
                                             (Stated in U.S. Dollars)




                                                       COMMON STOCK                        DEFICIT
                                         ------------------------------------------      ACCUMULATED
                                         NUMBER OF                      ADDITIONAL        DURING THE
                                          COMMON            PAR           PAID IN         EXPLORATION
                                          SHARES           VALUE          CAPITAL           STAGE              TOTAL
                                        ------------------------------------------------------------------------------

Shares issued for cash at $0.001        2,000,000        $   2,000        $    --          $    --           $   2,000

Shares issued for cash at $0.02         3,000,000            3,000           57,000             --              60,000

Shares issued for mineral property
                                            5,000                5               95             --                 100

Net loss for the period                      --               --               --             (2,221)           (2,221)
                                        ------------------------------------------------------------------------------

Balance, November 30, 2000              5,005,000            5,005           57,095           (2,221)           59,879

Net loss for the year                        --               --               --            (94,509)          (94,509)
                                        ------------------------------------------------------------------------------

Balance, November 30, 2001              5,005,000            5,005           57,095          (96,730)          (34,630)

Net loss for the year                        --               --               --            (30,715)          (30,715)
                                        ------------------------------------------------------------------------------

Balance, November 30, 2002              5,005,000        $   5,005        $  57,095        $(127,445)        $ (65,345)
                                        ==============================================================================

</TABLE>



                                                       F-5
<PAGE>



                          SOUTHBORROUGH VENTURES, INC.
                         (An Exploration Stage Company)

                          NOTES TO FINANCIAL STATEMENTS

                           NOVEMBER 30, 2002 AND 2001
                            (Stated in U.S. Dollars)



1. OPERATIONS

     a)   Organization

          The Company was incorporated in the State of Nevada, U.S.A., on
          October 17, 2000.

     b)   Exploration Stage Activities

          The Company has been in the exploration stage since its formation and
          has not yet realized any revenues from its planned operations. It is
          primarily engaged in the acquisition and exploration of mining
          properties. Upon location of a commercial minable reserve, the Company
          expects to actively prepare the site for its extraction and enter a
          development stage.

     c)   Going Concern

          The accompanying financial statements have been prepared assuming the
          Company will continue as a going concern.

          As shown in the accompanying financial statements, the Company has
          incurred a net loss of $127,445 for the period from October 17, 2000
          (inception) to November 30, 2002, and has no sales. The future of the
          Company is dependent upon its ability to obtain financing and upon
          future profitable operations from the development of its mineral
          properties. Management has plans to seek additional capital through a
          private placement and public offering of its common stock. The
          financial statements do not include any adjustments relating to the
          recoverability and classification of recorded assets, or the amounts
          of and classification of liabilities that might be necessary in the
          event the Company cannot continue in existence.


2. SIGNIFICANT ACCOUNTING POLICIES

     The financial statements of the Company have been prepared in accordance
     with generally accepted accounting principles in the United States. Because
     a precise determination of many assets and liabilities is dependent upon
     future events, the preparation of financial statements for a period
     necessarily involves the use of estimates which have been made using
     careful judgement.


                                      F-6
<PAGE>



                          SOUTHBORROUGH VENTURES, INC.
                         (An Exploration Stage Company)

                          NOTES TO FINANCIAL STATEMENTS

                           NOVEMBER 30, 2002 AND 2001
                            (Stated in U.S. Dollars)



2. SIGNIFICANT ACCOUNTING POLICIES (Continued)

     The financial statements have, in management's opinion, been properly
     prepared within reasonable limits of materiality and within the framework
     of the significant accounting policies summarized below:

     a)   Mineral Property Option Payments and Exploration Costs

          The Company expenses all costs related to the maintenance and
          exploration of mineral claims in which it has secured exploration
          rights prior to establishment of proven and probable reserves. To
          date, the Company has not established the commercial feasibility of
          its exploration prospects, therefore, all costs are being expensed.

     b)   Use of Estimates

          The preparation of financial statements in conformity with 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 financial statements, and the reported amounts of
          revenues and expenses for the reporting period. Actual results could
          differ from these estimates.

     c)   Foreign Currency Translation

          The Company's functional currency is the U.S. dollar. Transactions in
          foreign currency are translated into U.S. dollars as follows:

          i)   monetary items at the rate prevailing at the balance sheet date;
          ii)  non-monetary items at the historical exchange rate;
          iii) revenue and expense at the average rate in effect during the
               applicable accounting period.

     d)   Income Taxes

          The Company has adopted Statement of Financial Accounting Standards
          No. 109 - "Accounting for Income taxes" (SFAS 109). This standard
          requires the use of an asset and liability approach for financial
          accounting, and reporting on income taxes. If it is more likely than
          not that some portion or all of a deferred tax asset will not be
          realized, a valuation allowance is recognized.


                                      F-7
<PAGE>



                          SOUTHBORROUGH VENTURES, INC.
                         (An Exploration Stage Company)

                          NOTES TO FINANCIAL STATEMENTS

                           NOVEMBER 30, 2002 AND 2001
                            (Stated in U.S. Dollars)



2. SIGNIFICANT ACCOUNTING POLICIES (Continued)

     e)   Basic and Diluted Loss Per Share

          In accordance with SFAS No. 128 - "Earnings Per Share", the basic loss
          per common share is computed by dividing net loss available to common
          stockholders by the weighted average number of common shares
          outstanding. Diluted loss per common share is computed similar to
          basic loss per common share except that the denominator is increased
          to include the number of additional common shares that would have been
          outstanding if the potential common shares had been issued and if the
          additional common shares were dilutive. At November 30, 2002, the
          Company has no stock equivalents that were anti-dilutive and excluded
          in the earnings per share computation.


3. MINERAL PROPERTY INTEREST

          By an agreement dated October 25, 2002, as amended, the Company
          acquired an option to earn a 100% interest in a mineral claim located
          in British Columbia, Canada.

          In order to earn its interest, the Company is required to:

          i)   pay $1,000 on execution of the agreement (paid);
          ii)  issue a total of 55,000 common shares of the Company, comprising
               5,000 upon execution of the agreement (issued), and 25,000 shares
               upon completion of the second phase of an exploration program on
               the Property on or before June 30, 2003; and 25,000 shares upon
               completion of the third phase of the exploration program on the
               Property on or before October 31, 2003;
          iii) incur an aggregate of $135,000 on exploration expenditures,
               comprising $5,000 by July 31, 2002, $10,000 on or before June 30,
               2003, and $120,000 on October 31, 2003.


4. RELATED PARTY LOANS PAYABLE

     These loans payable are due to a director, are interest free and repayable
     on demand.


5. RELATED PARTY TRANSACTIONS

     a)   During the year ended November 30, 2002, the Company incurred $12,000
          for management services (2001 - $12,000) provided by a director
          pursuant to the management services agreement referred to in Note 7.


                                      F-8

<PAGE>



                          SOUTHBORROUGH VENTURES, INC.
                         (An Exploration Stage Company)

                          NOTES TO FINANCIAL STATEMENTS

                           NOVEMBER 30, 2002 AND 2001
                            (Stated in U.S. Dollars)



5. RELATED PARTY TRANSACTIONS (Continued)

     b)   Included in accounts payable at November 30, 2002 is $24,000 (2001 -
          $12,000) owing to a director pursuant to management services agreement
          referred to in Note 7.


6. CONTINGENCY

     Mineral Property

     The Company's mineral property interest has been acquired pursuant to an
     option agreement. In order to retain its interest, the Company must satisfy
     the terms of the option agreement described in Note 3.


7. COMMITMENT

     Effective December 1, 2000, the Company entered into an agreement with a
     director to provide management services at $1,000 per month, expiring on
     November 30, 2002. The amount payable will increase to $5,000 per month
     upon the Company achieving sufficient financing for advanced exploration
     activities requiring the director to spend 50% or more of his time
     performing the duties outlined in the agreement. Effective December 1,
     2002, the Company renewed the agreement under the same terms and conditions
     described above, expiring on November 30, 2004.


8. SUBSEQUENT EVENTS

     Subsequent to November 30, 2002:

     a)   The Company declared a stock dividend of three common shares for every
          one common share held as of the January 23, 2003 record date.

     b)   The Company has entered in an agreement and plan of reorganization
          with a private company based in Detroit, Michigan pursuant to which
          the Company will acquire 100% of the shares of the common stock of the
          private company in exchange for 60,000,000 shares of the Company's
          common stock.



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