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                     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,  2001
                                       -------------------

[ ]     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 of              (I.R.S. Employer
incorporation or organization)               Identification  No.)
------------------------------              ---------------------

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

(250) 954-0791
---------------------------
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.).  Our stock is not publicly traded. The most recent
sale  of our common stock was on November 30, 2000 for $0.02 per share. Based on
this sale, the  aggregate  market  value  is  $60,100

State the number of shares outstanding of each of the issuer's classes of common
equity,  as of the latest practicable date.
5,005,000 Shares of Common Stock at March  11,  2002.
-----------------------------------------------------

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

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                                     PART I

ITEM  1.     DESCRIPTION  OF  BUSINESS.

In  General

We  are  an  exploration  stage  company.  We  plan  to ultimately engage in the
acquisition,  and exploration of mineral properties and exploit mineral deposits
demonstrating  economic feasibility.  We 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 is to carry out exploration work on the Cedar
mineral  claim  in  order to 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.

Cedar  mineral  claim  Option  Agreement

We  have  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  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.

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  October  31,  2002;
  (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 October 31, 2002; 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;

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In  the event that 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, 2002.  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.

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

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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 obtained a geological evaluation report on the Cedar mineral claim. The
geological  report  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  his  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 should be 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.

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
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reasonable  encouragement  having  been  gained from the results of the previous
exploration  program.

We  will  make  a  decision  whether  to  proceed  with  phase two of the staged
exploration  program upon completion of this initial geological work program and
an  analysis of the results of this first phase of the exploration program.   We
will  make  a  decision  whether  to  proceed  with  phase  three  of the staged
exploration  program upon completion of this second phase of the geological work
program  and  an analysis of the results of this second phase of the exploration
program.

Should  we  determine  at  any  time  not  to  proceed  to the next phase of the
geological work program, we will use our remaining operating capital, if any, to
obtain an option or options on other mineral claims.  Funds will then be used to
conduct  mineral  exploration  activities on those claims.  It is likely we will
need  further  financing  to  pay  for  that  exploration.

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.

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.  We will
not  be  required to obtain a work permit for the first phase of our exploration
program  as  this  phase  will not involve any physical disturbance.  We will be
required  to  obtain  a  work  permit if we proceed with the second phase of our
exploration program. There is no charge to obtain a work permit under the Mining
Act.  We  will  incur  the  expense  of  our consultant geologist to prepare the
required  submission  to  the  Ministry  of  Energy Mines and Resources.  As 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.

We  have  budgeted  for  regulatory compliance costs 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  this  time as we do not know the extent of the exploration program that will
be  undertaken beyond completion of the recommended  exploration  program.
Because there is presently no information on the

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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 prospectus other than our two
officers.

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 will increase to $5,000 per
month  in  the  event  that Mr. Taylor is required to spend more than 50% of his
business  time  on  our  business.  The  management  agreement  is  for  a  term
commencing  December  1,  2000  and  expiring  on  November  30,  2002.

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

Research  and  Development  Expenditures

We have not incurred any 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.


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.

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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,  2001.


                                     PART II


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

No  Public  Market  for  Common  Stock

There is presently no public market for our common stock.  We are in the process
of  applying  for  trading  of our common stock on the over the counter bulletin
board.  However,  we  can provide no assurance that our shares will be traded on
the  bulletin  board  or,  if  traded,  that  a  public market will materialize.

Holders  of  Common  Stock

As  of  the date of March 11, 2002, there were 28 registered shareholders of our
common  stock.

Rule  144  Shares

A total of 2,000,000 shares of our common stock were available for resale to the
public  after  October  21,  2001  in  accordance  with  the  volume and trading
limitations  of Rule 144 of the Act.  In general, under Rule 144 as currently in
effect,  a  person who has beneficially owned shares of a company's common stock
for at least one year is entitled to sell within any three month period a number
of  shares  that  does  not  exceed  the  greater  of:

     1.  1%  of  the  number  of  shares  of  the  company's  common  stock then
outstanding which, in our case, will equal approximately 50,050 shares as of the
date  of  this  filing;  or

     2.  the  average weekly trading volume of the company's common stock during
the  four  calendar  weeks  preceding  the  filing  of a notice on form 144 with
respect  to  the  sale.

Sales  under  Rule  144 are also subject to manner of sale provisions and notice
requirements  and  to  the  availability of current public information about the
company.

Under  Rule  144(k),  a person who is not one of the company's affiliates at any
time  during  the  three months preceding a sale, and who has beneficially owned
the  shares  proposed  to  be  sold  for  at  least  two

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years,  is  entitled  to  sell shares without complying with the manner of sale,
public  information,  volume  limitation  or  notice  provisions  of  Rule  144.

As  of  the  date of this filing, persons who are our affiliates hold all of the
2,000,000  shares  that may be sold pursuant to Rule 144 after October 21, 2001.

Stock  Option  Grants

To  date,  we  have  not  granted  any  stock  options.

Dividends

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.

We have neither declared nor paid any cash dividends on our capital stock and do
not  anticipate  paying  cash  dividends  in the foreseeable future. Our current
policy  is  to  retain  any  earnings  in  order to finance the expansion of our
operations. Our board of directors will determine future declaration and payment
of dividends, if any, in light of the then-current conditions they deem relevant
and  in  accordance  with  the  Nevada  Revised  Statutes.

Recent  Sales  of  Unregistered  Securities

We  did  not complete any sales of our common stock during our fiscal year ended
November  30,  2001.


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

Plan  of  Operations

Our  current  business  plan  is  to conduct exploration sufficient to determine
whether there is reason to begin an extensive and costly exploration program. We
have  obtained  a  geological  evaluation report on the Cedar mineral claim. The
geological  report  was  prepared by John Ostler, M.Sc., P. Geo. of Cassiar East
Yukon  Expediting  Ltd.  The  geological  report recommended the completion of a
three  phase  geological exploration work program on the Cedar mineral claim. We
paid  $5,000 for phase one of the recommended geological exploration program. We
expect  phase  one  to  be  completed  by  the  Spring  of  2002.

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Specifically,  we anticipate spending the following over the next twelve months:

*    $12,000 on consulting fees payable to John Taylor;
*    $20,000 on professional fees, including professional fees payable in
     connection with the preparation of various periodic reports to be filed
     with the U.S. Securities and Exchange Commission pursuant to the Securities
     Exchange Act of 1934;
*    $10,000 on exploration expenses for the second phase of the exploration
     program;

Total  expenditures  over  the  next  twelve months are therefore expected to be
$42,000.

We  will  assess  whether  to proceed to phase two of the recommended geological
exploration program upon completion of an assessment of the results of phase one
of the geological exploration program. We will require additional funding in the
event  that we decide to proceed with phase two of the exploration program.  The
anticipated  cost  of  phase  two  of  the exploration program is $10,000.   The
anticipated cost of phase three of the exploration program is $120,000, which is
in  excess of our projected cash reserves remaining upon completion of phase one
and phase two of the exploration program.  We anticipate that additional funding
will  be  in  the  form  of  equity financing from the sale of our common stock.
However,  we cannot provide investors with any assurance that we will be able to
raise  sufficient  funding  from  the sale of our common stock to fund all three
phases  of  the exploration program.  We believe that debt financing will not be
an alternative for funding the complete exploration program.  We do not have any
arrangements  in  place  for  any  future  equity  financing.

Our  cash  reserves  are  not  sufficient  to  meet our obligations for the next
twelve-month  period.  As  a  result, we will need to seek additional funding in
the near future.  We currently do not have a specific plan of how we will obtain
such funding; however, we anticipate that additional funding will be in the form
of  equity  financing  from  the  sale of our common stock.  We may also seek to
obtain  a  short-term loan from our President, although no such arrangement has,
as yet, been made.  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 through a loan from our President to meet our obligations over the next
twelve  months.  We  do not have any arrangements in place for any future equity
financing.

If we do not complete the cash payments or the exploration expenditures required
under  the option agreement for the Cedar mineral claim, then our option in 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.  We may also pursue
acquiring  interests  in  alternate  mineral  properties  in  the  future.

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Results  Of  Operations  for  Year  Ended  November  30,  2001

We  did  not earn any revenues during the twelve months ended November 30, 2001.
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.

We  incurred  operating  expenses in the amount of $94,509 for the twelve months
ended  November  30,  2001.  We  incurred  mineral  property option payments and
exploration  costs of $14,295 for the twelve months ended November 30, 2001, and
$1,100  for  the  period  from  inception  through  November  30,  2000.  These
expenditures  consisted of option payments and exploration costs incurred on our
Cedar  mineral  claim. For the period ended November 30, 2001, we incurred costs
of  $30,538  for administrative services. We did not incur any similar costs for
the  period  from  inception  through  November  30,  2000.

We  incurred  professional fees of $ 34,571 for the twelve months ended November
30,  2001  as  compared to $1,100 for the period from inception through November
30,  2000.  These  professional fees 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.  For the
period  ended  November  30,  2001  we  also 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 $94,509 for the twelvemonths ended November 30, 2001
as  compared  to  a  net  loss  of  $2,221 for the period from inception through
November  30, 2000. Our loss is entirely attributable to our operating expenses.

Liquidity  And  Capital  Resources

We had cash of $362 as of November 30, 2001 and had a working capital deficit of
$34,630 as of November 30, 2001. For the period ended November 30, 2001, we were
able  to  sustain our operations by using cash raised during the previous fiscal
year  from  the sale of our common stock, and by using $22,000 loaned to us.  We
can provide no assurance that we will be able to obtain additional funds through
negotiation  of  loans at favorable terms or derived from the sale of our common
stock.

We  have  not  attained  profitable  operations and are dependent upon obtaining
financing  to  pursue  exploration  activities.  For  these reasons our auditors
stated  in  their report that they have substantial doubt Southborrough Ventures
will  be  able  to  continue  as  a  going  concern.

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. We

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currently  do  not  have  a  specific  plan  of how we will obtain such funding;
however,  we  anticipate  that  additional funding will be in the form of equity
financing  from  the  sale  of  our  common  stock. We may also seek to obtain a
short-term  loan  from  our president, although no such arrangement has, as yet,
been  made. 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
through  a  loan  from our president to proceed with our plan of operations over
the  next  twelve  months.  We  believe  that  debt  financing  will  not  be an
alternative  for  funding  the  complete  exploration  program.

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.  We  may  also  pursue  acquiring interests in alternate mineral
properties  in  the  future.

We  have  not  purchased  or  sold any plant or significant equipment and do not
expect  to  do  so  in  the  foreseeable  future.


Forward-Looking  Statements

Many  statements made in this report are forward-looking statements that are not
based  on  historical  facts.  Because  these forward-looking statements involve
risks  and  uncertainties,  there  are important factors that could cause actual
results  to  differ  materially  from  those  expressed  or  implied  by  these
forward-looking  statements.  The forward-looking statements made in this report
relate  only  to  events  as  of  the  date  on  which  the statements are made.

ITEM  7.  FINANCIAL  STATEMENTS.

The  information  requested by this item is set forth in Item 13 of this Report.



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

Not  Applicable.

                                       11
<PAGE>


                                    PART III

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

Our  executive  officers and directors and their respective ages as of March 11,
2002  are  as  follows:

Directors:

Name  of  Director          Age
----------------------      ---
John  Taylor                57
Marshall  Bertram           63
Christopher  Sampson        57


Executive  Officers:

Name  of  Officer           Age   Office
--------------------        ---   -------
John  Taylor                57    President  and  Chief
                                  Executive  Officer
Marshall  Bertram           63    Secretary,  Treasurer
                                  and  C.F.O.


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.

Mr.  John Taylor is our president and chief executive officer and is a member of
our  board  of directors.  Mr. Taylor was appointed to our board of directors on
October  17,  2000.  Mr.  Taylor  was  appointed as our president on October 17,
2000.  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 is our secretary, treasurer and chief financial officer and
is  a  member  of  our  board  of  directors.  He  was appointed to our board of
directors and as our secretary, treasurer and chief financial officer on October
17,  2000.  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  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

                                       12
<PAGE>

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  devotes  time to Southborrough Ventures on an as needed basis.  At
the  present  time  Mr.  Bertram  spends approximately two hours per week on our
business.  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 is a member of our board of directors.  He was appointed
to  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.  As  we  begin exploration, he will spend additional time as needed to
consult  on  our  exploration  activities.

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

                                       13
<PAGE>


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 on its
review  of  the  copies  of such forms received by it, the Company believes that
during  the  fiscal  year  ended  November 30, 2001 all such filing requirements
applicable  to  its  officers  and  directors  were complied with exception that
reports  were  filed  late  by  the  following  persons:

                                   Number    Transactions   Known Failures
                                   Of late   Not Timely     To File a
Name and principal position        Reports   Reported       Required Form
---------------------------        -------   ------------   --------------

John Taylor                           1          0                  0
(President, C.E.O., and Director)
Marshall Bertram                      1          0                  0
(Secretary, Treasurer, C.F.O., and Director)
Christopher Sampson                   1          0                  0
(Director)
--------------------------------------------------------------------------------


ITEM  10.  EXECUTIVE  COMPENSATION.

The  following  table sets forth certain information as to the Company's highest
paid  executive  officers  and  directors  for  the  Company's fiscal year ended
November  30,  2001.  No  other  compensation  was  paid  to any such officer or
directors  other  than  the  cash and stock option compensation set forth below.

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

                        Summary Compensation Table

                          Annual Compensation      Long Term Compensation
                       -------------------------   -----------------------
                                           Other                            All
                                           Annual    Awards       Payouts  Other
                                           Com-   -------------   -------   Com-
                                           pen-   Restricted                pen-
                                           sa-    Stock  Options/   LTIP    sa-
Name        Title      Year Salary   Bonus tion   Awarded SARs*(#)payouts($)tion
----        -----      ---- -------- ----- ------ ------- ------- --------- ----
John
Taylor(1)   President, 2001  $12,000   0     $0      0       0        0       0
            CEO, &     2000  $ 1,000   0     $0      0       0        0       0
            Director   1999   N/A     N/A    N/A    N/A     N/A      N/A     N/A
--------------------------------------------------------------------------------

Marshall
Bertram     Secretary, 2001   0        0      0      0       0        0       0
            Treasurer, 2000   0        0      0      0       0        0       0
            C.F.O.,    1999   0        0      0      0       0        0       0
            and
            Director
--------------------------------------------------------------------------------

                                       14
<PAGE>
--------------------------------------------------------------------------------
Christopher
Sampson     Director   2001   0        0      0      0       0        0       0
                       2000   0        0      0      0       0        0       0
                       1999   0        0      0      0       0        0       0
--------------------------------------------------------------------------------
Notes:
(1)   Compensation attributable to Mr. Taylor is paid pursuant to a management
      between us  and  Mr.  Taylor.  See  below  under  "Management  Agreement".


STOCK  OPTION  GRANTS

We  did  not  grant  any stock options to the executive officers during our most
recent  fiscal year ended November 30, 2001.  We have also not granted any stock
options  to  the  executive  officers  since  November  30,  2001.

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, 2001.  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 shall
increase 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  current  term  of  the  agreement is from December 1, 2000, to November 30,
2002.

This  agreement is also described in Item 12 - Certain Relationships and Related
Transactions.  We  do  not  have any employment or consultant agreement with Mr.
Bertram  and  we  do not pay Mr. Bertram or Mr. Sampson any amount for acting as
directors  of  the  Company.


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

The  following  table  sets  forth  certain information concerning the number of
shares  of our common stock owned beneficially as of March 11, 2002 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

                                       15
<PAGE>

otherwise  indicated, the shareholders listed possess sole voting and investment
power  with  respect  to  the  shares  shown.




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

================================================================================
Common Stock    John Taylor               1,500,000 shares             30%
                Director, President &
                Chief Executive Officer
                1250 Saturna Drive
                Parksville, British
                Columbia Canada

Common Stock    Marshall Bertram            500,000 shares             10%
                Secretary, Treasurer, CFO
                and Director
                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    All Officers and
                Directors                 2,000,000 shares             40%
                as a Group that consists
                of three people
--------------------------------------------------------------------------------
================================================================================
(1)     As  of  March  11, 2002, there were 5,005,000 shares of our common stock
        issued  and  outstanding.
================================================================================


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.

                                       16
<PAGE>


CHANGE  IN  CONTROL

We  are not aware of any arrangement that might result in a change in control in
the  future.


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:

*    Any of our directors or officers;
*    Any person proposed as a nominee for election as a director;
*    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;
*    Any of our promoters;
*    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 shall increase 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 current term
of  the  agreement  is  from  December  1,  2000,  to  November  30,  2002.


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



Item  13(a)  Financial  Statements
----------------------------------

Index  to  Financial  Statements:
Southborrough's  audited  Financial Statements, as described below, are attached
hereto.

1.     Audited  Financial  Statements
(a)    Report  of  Independent  Auditor
(b)    Balance  Sheets
(c)    Statements  of  Operations  and  Deficit
(d)    Statements  of  Cash  Flows
(e)    Statements  of  Changes  in  Stockholder's  Equity
(f)    Notes  to  Financial  Statements

                                       17


<PAGE>


                          SOUTHBORROUGH VENTURES, INC.
                 (Formerly Southborrough Technology Corporation)
                         (An Exploration Stage Company)


                              FINANCIAL STATEMENTS


                           NOVEMBER 30, 2001 AND 2000
                            (Stated in U.S. Dollars)



                                       F-1

<PAGE>





                                AUDITORS' REPORT



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

We  have  audited  the  balance sheets of Southborrough Ventures, Inc. (formerly
Southborrough  Technology  Corporation)  (an  exploration  stage  company) as at
November  30,  2001  and  2000,  and  the  statements  of operations and deficit
accumulated  during  the exploration stage, cash flows, and stockholders' equity
for  the  year ended November 30, 2001, and for the period from October 17, 2000
to  November  30,  2000,  and  for  the  period  from  October 17, 2000 (date of
inception)  to  November  30,  2001.  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, 2001 and
2000,  and  the  results  of  its  operations  and cash flows for the year ended
November  30,  2001,  and  for  the period from October 17, 2000 to November 30,
2000,  and  for the period from October 17, 2000 (date of inception) to November
30,  2001  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.  The Company is in the exploration
stage  and  will need additional working capital for its planned activity, which
raises  substantial  doubt  about  its  ability  to continue as a going concern.
Management's plans in regard to these matters are described in Note 1(c).  These
financial  statements  do not include any adjustments that might result from the
outcome  of  this  uncertainty.



Vancouver, B.C.                                         /s/ Morgan & Company

February 20, 2002                                       Chartered Accountants


                                       F-2

<PAGE>

<TABLE>
<CAPTION>

                         SOUTHBORROUGH  VENTURES,  INC.
                 (Formerly Southborrough Technology Corporation)
                         (An Exploration Stage Company)

                                 BALANCE SHEETS
                            (Stated in U.S. Dollars)


-------------------------------------------------------------------------------
                                                               NOVEMBER  30
                                                              2001       2000
-------------------------------------------------------------------------------
<S>                                                         <C>        <C>

ASSETS

Current
  Cash                                                      $    362   $59,879

Mineral Property Interest (Note 3)                                 -         -
                                                            -------------------
                                                            $    362   $59,879
===============================================================================

LIABILITIES

Current
  Accounts payable                                          $ 12,972   $     -
  Loan payable                                                22,020         -
                                                            -------------------
                                                              34,992         -
                                                            -------------------

STOCKHOLDERS' EQUITY

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             (96,730)   (2,221)
                                                            -------------------
                                                             (34,630)   59,879
                                                            -------------------
                                                            $    362   $59,879
===============================================================================
</TABLE>


Approved by the Board of Directors:


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


                                       F-3

<PAGE>

<TABLE>
<CAPTION>

                                     SOUTHBORROUGH  VENTURES,  INC.
                            (Formerly Southborrough Technology Corporation)
                                    (An Exploration Stage Company)

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


------------------------------------------------------------------------------------------------------
                                                                           PERIOD FROM     PERIOD FROM
                                                                            INCEPTION       INCEPTION
                                                             YEAR           OCTOBER 17      OCTOBER 17
                                                             ENDED           2000 TO         2000 TO
                                                           NOVEMBER 30     NOVEMBER 30     NOVEMBER 30
                                                              2001            2000            2001
------------------------------------------------------------------------------------------------------
<S>                                                        <C>             <C>             <C>

Expenses
  Administrative services                                  $   30,538      $        -      $   30,538
  Interest and bank charges                                       102              21             123
  Legal and accounting                                         34,571           1,100          35,671
  Management services                                          12,000               -          12,000
  Mineral property option payments
    and exploration costs                                      14,295           1,100          15,395
  Office expense                                                1,913               -           1,913
  Stock transfer fees                                           1,090               -           1,090
                                                           -------------------------------------------

Net Loss For The Period                                        94,509           2,221      $   96,730
                                                                                           ===========

Deficit Accumulated During The
  Exploration Stage, Beginning Of Period                        2,221               -
                                                           ----------------------------

Deficit Accumulated During The
  Exploration Stage, End Of Period                         $   96,730      $    2,221
=======================================================================================

Loss Per Share                                             $     0.02      $     0.01
=======================================================================================



Weighted Average Number Of Shares Outstanding               5,005,000       1,839,200
=======================================================================================

</TABLE>


                                       F-4

<PAGE>

<TABLE>
<CAPTION>

                                    SOUTHBORROUGH  VENTURES,  INC.
                            (Formerly Southborrough Technology Corporation)
                                    (An Exploration Stage Company)

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



-------------------------------------------------------------------------------------------------------
                                                                            PERIOD FROM     PERIOD FROM
                                                                            INCEPTION       INCEPTION
                                                               YEAR         OCTOBER 17      OCTOBER 17
                                                               ENDED          2000 TO         2000 TO
                                                            NOVEMBER 30     NOVEMBER 30     NOVEMBER 30
                                                               2001            2000            2001
-------------------------------------------------------------------------------------------------------
<S>                                                         <C>             <C>             <C>

Cash Flows From Operating Activities
  Net loss for the period                                   $  (94,509)     $  (2,221)      $  (96,730)

Adjustments To Reconcile Net Loss To Cash
Used By Operating Activities
  Shares issued for mineral property option payment                  -            100              100
  Increase in accounts payable                                  12,972              -           12,972
  Increase in loan payable                                      22,020              -           22,020
                                                            -------------------------------------------
                                                               (59,517)        (2,121)         (61,638)
                                                            -------------------------------------------
Cash Flows From Financing Activity
  Proceeds from issue of common shares                               -         62,000           62,000
                                                            -------------------------------------------

Increase (Decrease) In Cash                                    (59,517)        59,879              362

Cash, Beginning Of Period                                       59,879              -                -
                                                            -------------------------------------------

Cash, End Of Period                                         $    362        $  59,879       $      362
=======================================================================================================

</TABLE>


SUPPLEMENTAL  DISCLOSURE  OF  CASH  FLOWS  INFORMATION

During  the  period  ended  November  30,  2000, the Company issued 5,000 common
shares  pursuant  to  the  mineral  property  option  agreement  (Note  3).


                                       F-5

<PAGE>


<TABLE>
<CAPTION>

                             SOUTHBORROUGH  VENTURES,  INC.
                   (Formerly Southborrough Technology Corporation)
                            (An Exploration Stage Company)

                     STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY

                              NOVEMBER 30, 2001 AND 2000
                               (Stated in U.S. Dollars)



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

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 period                     -        -          -      (94,509)    (94,509)
                                 -----------------------------------------------------------

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


</TABLE>



                                       F-6

<PAGE>

                          SOUTHBORROUGH VENTURES, INC.
                 (Formerly Southborrough Technology Corporation)
                         (An Exploration Stage Company)

                          NOTES TO FINANCIAL STATEMENTS

                           NOVEMBER 30, 2001 AND 2000
                            (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 $96,730 for the period from October 17, 2000 (inception) to November
30,  2001,  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.

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:


                                       F-7

<PAGE>

                          SOUTHBORROUGH VENTURES, INC.
                 (Formerly Southborrough Technology Corporation)
                         (An Exploration Stage Company)

                          NOTES TO FINANCIAL STATEMENTS

                           NOVEMBER 30, 2001 AND 2000
                            (Stated in U.S. Dollars)



2.     SIGNIFICANT  ACCOUNTING  POLICIES  (Continued)

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.

e)     Loss  Per  Share

Loss  per share is calculated using the weighted average number of common shares
outstanding  during  the period.  Diluted earnings per share is not shown as the
effect  is  anti-dilutive.


                                       F-8

<PAGE>

                          SOUTHBORROUGH VENTURES, INC.
                 (Formerly Southborrough Technology Corporation)
                         (An Exploration Stage Company)

                          NOTES TO FINANCIAL STATEMENTS

                           NOVEMBER 30, 2001 AND 2000
                            (Stated in U.S. Dollars)



3.     MINERAL  PROPERTY  INTEREST

By  an  agreement  dated  November 20, 2000, 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  October 31,  2002; and 25,000 shares upon the
       completion of the third phase of an 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 October 31, 2002, and
       $120,000 on October  31,  2003.


4.     RELATED  PARTY  TRANSACTION

During  the year ended November 30, 2001, the Company paid $12,000 (2000 - $Nil)
to  a  director  pursuant  to  the  agreement  referred  to  in  Note  6.


5.     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.


6.     COMMITMENT

Effective  December 1, 2000, the Company has entered into a management agreement
with  a  director.  The agreement is for management services at $1,000 per month
and  expires  on  November  30, 2002.  The fee 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.


                                       F-9

<PAGE>

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  (1)
     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)
     10.3    Executive  Consulting  Agreement  between  the Company and John H.
             Taylor  dated December  1,  2000  (1)
     99.1    Risk  Factors

(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.




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

No  reports  on  Form  8-K were filed during the last quarter of our fiscal year
ended  November 30, 2001.  No reports on Form 8-K have been filed since November
30,  2001.


                                       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 Taylor
     ___________________________________
     John  Taylor
     President
     Director
     Date:     March  14,  2002


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.


     /s/ John Taylor
By:  ___________________________________
     John  Taylor
     President  and  C.E.O.
     (Principal  Executive  Officer)
     Director

     Date:     March  14,  2002

      /s/ Marshall Bertram
By:  ___________________________________
     Marshall  Bertram
     Secretary,  Treasurer  &  C.F.O.
     (Principal  Financial  Officer)
     Director
     Date:     March  14,  2002

      /s/ Christopher Sampson
By:  ___________________________________
     Christopher  Sampson
     Director
     Date:     March  14,  2002




                                       20