UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   Form 10-QSB

(Mark One)
       [X]   QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
                                    SECURITIES EXCHANGE ACT OF 1934

                 For the quarterly period ended: March 31, 2004
                  ---------------------------------------------

       [  ]   TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
                                  EXCHANGE ACT

   For the transition period from                                to
                                  ------------------------------    ------------
                        Commission file number 000-29549
            --------------------------------------------------------

                         Northeast Mortgage Corporation
 -------------------------------------------------------------------------------
                     (Exact name of small business issuer as
                            specified in its charter)

                     Nevada                            86-0972558
--------------------------------------------------------------------------------
             (State or other jurisdiction             (IRS Employer
         of incorporation or organization)          Identification No.)

               800 Main Street South, Southbury, Connecticut 06488
                    (Address of principal executive offices)

                                 (203) 262-6110
                            Issuer's telephone number


(Former  name,  former  address and former  fiscal year,  if changed  since last
report.)


                APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                   PROCEEDING DURING THE PRECEDING FIVE YEARS

         Check whether the registrant  filed all documents and reports  required
to be  filed  by  Section  12,  13 or  15(d)  of  the  Exchange  Act  after  the
distribution of securities under a plan confirmed by a court. Yes ----- No -----


<PAGE>




                      APPLICABLE ONLY TO CORPORATE ISSUERS

         State the number of shares  outstanding of each of the issuer's classes
of common equity, as of the latest practical date: April 30, 2004 4,000,000


         Transitional Small Business Disclosure Format (check one). Yes ; No X









































<PAGE>



                                     PART I

Item 1.  Financial Statements

                         NORTHEAST MORTGAGE CORPORATION
                                 BALANCE SHEETS
<TABLE>
<CAPTION>



                                                                                 March 31,          December 31,
ASSETS:                                                                             2004                2003
                                                                             ------------------  ------------------
Current Assets:
<S>                                                                          <C>                 <C>
     Cash                                                                    $          638,118  $                -
     Mortgages Receivable                                                            20,979,465          15,537,517
     Accounts Receivable                                                                404,629             437,585
     Employee Advances                                                                  150,666             170,223
                                                                             ------------------  ------------------

          Total Current Assets                                                       22,172,878          16,145,325
                                                                             ------------------  ------------------

Fixed Assets - Net                                                                      130,721             138,753
                                                                             ------------------  ------------------

Other Assets:
     Deposits                                                                           222,847             221,835
     Investment in Real Estate                                                           15,000             101,456
     Other Receivable                                                                    76,487              78,837
     Notes Receivable - Second Mortgages                                                 52,800              52,800
     Customer Lists - Net                                                               148,100             173,850
     Deferred Tax Assets                                                                143,864             143,864
                                                                             ------------------  ------------------

          Total Other Assets                                                            659,098             772,642
                                                                             ------------------  ------------------

          Total Assets                                                       $       22,962,697  $       17,056,720
                                                                             ==================  ==================
</TABLE>












<PAGE>



                         NORTHEAST MORTGAGE CORPORATION
                                 BALANCE SHEETS
                                   (continued)
<TABLE>
<CAPTION>



                                                                                 March 31,          December 31,
LIABILITIES & STOCKHOLDERS' EQUITY                                                  2004                2003
                                                                             ------------------  ------------------
Current Liabilities:
<S>                                                                          <C>                 <C>
     Checks Written in Excess of Cash                                        $                -  $           60,095
     Note Payable - Bank                                                                 67,600              67,600
     Warehouse Line of Credit                                                        20,432,994          15,064,064
     Accounts Payable and Accrued Expenses                                              537,038             306,391
     Capital Lease Obligation - Current                                                  12,159              19,016
     Income Taxes Payable                                                               206,225             133,625
                                                                             ------------------  ------------------

         Total Current Liabilities                                                   21,256,016          15,650,791

Long-Term Liabilities:
     Notes Payable - Bank                                                               399,089             415,989
                                                                             ------------------  ------------------

         Total Liabilities                                                           21,655,105          16,066,780
                                                                             ------------------  ------------------

Stockholders' Equity
     Preferred Stock, par value $.001, 10,000,000 shares
        Authorized, 4,600,000 shares issued at March 31, 2004,
        and December 31, 2003                                                             4,600               4,600
     Common Stock, par value $.001, 100,000,000 shares
        Authorized, 4,000,000 shares issued at March 31, 2004,
        and December 31, 2003                                                             4,000               4,000
     Additional Paid-In Capital                                                       1,082,734           1,082,734
     Retained Earnings (Deficit)                                                        216,258            (101,394)
                                                                             ------------------  ------------------

          Total Stockholders' Equity                                                  1,307,592             989,940
                                                                             ------------------  ------------------

          Total Liabilities and Stockholders' Equity                         $       22,962,697  $       17,056,720
                                                                             ==================  ==================
</TABLE>



                             See accompanying notes.






<PAGE>



                         NORTHEAST MORTGAGE CORPORATION
                            STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>



                                                                                      For the Three Months
                                                                                             Ended
                                                                                           March 31,
                                                                             --------------------------------------
                                                                                    2004                2003
                                                                             ------------------  ------------------

<S>                                                                          <C>                 <C>
Revenues                                                                     $        3,267,190  $        3,719,867
                                                                             ------------------  ------------------

Operating Expenses:
  Sales and Marketing                                                                   249,540             331,929
  General and Administrative                                                          2,500,214           2,658,405
                                                                             ------------------  ------------------

      Total Operating Expenses                                                        2,749,754           2,990,334
                                                                             ------------------  ------------------

Net Operating Income (Loss)                                                             517,436             729,533

Other Income (Expense):
   Interest Income                                                                            -             259,002
   Interest Expense                                                                    (126,478)           (351,404)
                                                                             ------------------  ------------------

Net Income (Loss) Before
   Income Taxes                                                                         390,958             637,131

Income Tax (Expense) Benefit
   Current Federal Tax                                                                  (53,650)           (209,828)
   Current State Tax                                                                    (19,656)            (48,599)
   Deferred Income Tax                                                                        -               9,101
                                                                             ------------------  ------------------

Net Income (Loss)                                                            $          317,652  $          387,805
                                                                             ==================  ==================

Basic Income (Loss) per Share                                                $             0.08  $             0.10
                                                                             ==================  ==================

Diluted Income (Loss)
   Per Share                                                                 $             0.04  $             0.05
                                                                             ==================  ==================
</TABLE>





                             See accompanying notes.


<PAGE>



                         NORTHEAST MORTGAGE CORPORATION
                            STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
                                                                                   For the three months ended
                                                                                           March 31,
                                                                             --------------------------------------
                                                                                    2004                2003
                                                                             ------------------  ------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                                          <C>                 <C>
Net Income (Loss)                                                            $          317,652  $          387,805
Adjustments to reconcile net loss to net cash
Provided by operating activities
Depreciation and Amortization                                                            33,782              56,108
(Increase) Decrease in Deferred Tax Asset                                                     -              (9,101)
(Increase) Decrease in Accounts Receivable                                               32,956            (110,235)
(Increase) Decrease in Employee Advances                                                 19,557             (60,051)
(Increase) Decrease in Other Receivable                                                   2,350                   -
(Increase) Decrease in Mortgages Receivable                                          (5,441,948)          7,295,026
Net Borrowing under Line of Credit Arrangements                                       5,368,930          (7,320,793)
(Decrease) Increase in Income Taxes Payable                                              72,600                   -
(Decrease) Increase in Accounts Payable and Accrued Expenses                            170,552             244,444
                                                                             ------------------  ------------------
      Net Cash Used in Operating Activities                                             576,431             483,203
                                                                             ------------------  ------------------

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of Fixed Assets                                                                      -              (2,752)
Investment in Real Estate                                                                86,456                   -
(Increase) Decrease in Deposits                                                          (1,012)            (14,043)
                                                                             ------------------  ------------------
      Net Cash Used in Investing Activities                                              85,444             (16,795)
                                                                             ------------------  ------------------

CASH FLOWS FROM FINANCING ACTIVITIES:
Payments on Long-term Debt                                                               (6,857)            (28,228)
Payments Under Bank Loan Agreement                                                      (16,900)                  -
                                                                             ------------------  ------------------
      Net Cash Provided by Financing Activities                                         (23,757)            (28,228)
                                                                             ------------------  ------------------

Net (Decrease) Increase in
  Cash and Cash Equivalents                                                             638,118             438,180
Cash and Cash Equivalents
  at Beginning of Period                                                                      -             481,576
                                                                             ------------------  ------------------
Cash and Cash Equivalents
  at End of Period                                                           $          638,118  $          919,756
                                                                             ==================  ==================


SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
-------------------------------------------------
Cash paid during the year for:
  Interest                                                                   $          126,478  $          351,404
  Franchise and income taxes                                                 $                -  $                -
</TABLE>

SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING
ACTIVITIES: None

                             See accompanying notes.



<PAGE>



                         NORTHEAST MORTGAGE CORPORATION
                          NOTES TO FINANCIAL STATEMENTS

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         This summary of accounting policies for Northeast Mortgage  Corporation
is presented to assist in understanding the Company's financial statements.  The
accounting policies conform to generally accepted accounting principles and have
been consistently applied in the preparation of the financial statements.

Interim Reporting

         The  unaudited  financial  statements  as of March 31, 2004 and for the
three  month  periods  then ended  reflect,  in the opinion of  management,  all
adjustments  (which  include  only normal  recurring  adjustments)  necessary to
fairly  state the  financial  position and results of  operations  for the three
months.  Operating results for interim periods are not necessarily indicative of
the results which can be expected for full years.

Organization and Basis of Presentation

         The Company was  incorporated  under the laws of the State of Nevada on
July 25, 1997.  The Company  ceased all operating  activities  during the period
from July 25, 1997 to October 20, 1999 and was considered dormant.  From October
20,  1999 to March 26,  2002,  the  Company  was in the  development  stage.  On
February  25,  2002,  the  Company  changed  its  name  to  Northeast   Mortgage
Corporation  in  anticipation  of its  acquisition  of the  assets of  Northeast
Mortgage,  LLC, a Connecticut  limited liability company. On March 27, 2002, the
Company  completed  the  acquisition  of the assets of Northeast  Mortgage,  LLC
pursuant to a Contribution  Agreement dated October 30, 2001. The Company,  with
offices in Southbury,  Connecticut; Easton, Massachusetts;  Scottsdale, Arizona:
and Philadelphia, PA, is a mortgage lender.

         Since the former members of Northeast Mortgage,  LLC control 88% of the
Company  after  the  acquisition,   the  transaction  has  been  recorded  as  a
recapitalization of Northeast Mortgage,  LLC. The equity of the Company has been
restated  retroactively  to  reflect  the  recapitalization  on these  financial
statements.

Nature of Business

         The Company is engaged primarily in the mortgage banking business.  Its
principal  activity is the origination  and sale of mortgage loans.  The Company
does not retain the right to service any of the mortgage loans sold to permanent
investors.  The Company,  as a non  supervised  mortgagee,  also  originates FHA
insured Title II mortgages which are sold to permanent investors.









<PAGE>



                         NORTHEAST MORTGAGE CORPORATION
                          NOTES TO FINANCIAL STATEMENTS

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Continued)

Cash and Cash Equivalents

         For purposes of the statement of cash flows, the Company  considers all
highly liquid debt instruments purchased with a maturity of three months or less
to be cash equivalents to the extent the funds are not being held for investment
purposes.

Pervasiveness of Estimates

         The  preparation of financial  statements in conformity  with generally
accepted  accounting  principles  required  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  during  the
reporting period. Actual results could differ from those estimates.

Fixed Assets

         Fixed assets are recorded at cost.  Major renewals and improvements are
capitalized,  while  maintenance  and repairs are expensed when incurred.  As of
March 31, 2004, depreciation is computed as follows:
<TABLE>
<CAPTION>
                                                                                Accumulated
                                      Cost       Method           Life         Depreciation             Net
                         -----------------  ----------------  ------------  -------------------  ------------------
Furniture and
<S>                      <C>                <C>               <C>           <C>                  <C>
Fixtures                 $         288,518       Accelerated    7 Years     $           232,350  $           56,168
Office Equipment                   512,605       Accelerated    5 Years                 438,052              74,553
                         -----------------                                  -------------------
                         $         801,123                                  $670,402             $          130,721
                         =================                                  ===================  ==================
</TABLE>

         As of December 31, 2003, depreciation is computed as follows:

<TABLE>
<CAPTION>
                                                                                Accumulated
                                      Cost       Method           Life         Depreciation             Net
                         -----------------  ----------------  ------------  -------------------  ------------------
Furniture and
<S>                      <C>                <C>               <C>            <C>                 <C>
Fixtures                 $         288,518       Accelerated    7 Years     $           226,962  $           61,556
Office Equipment                   512,605       Accelerated    5 Years                 435,408              77,197
                         -----------------                                  -------------------
                         $         801,123                                  $           662,370  $          138,753
                         =================                                  ===================  ==================
</TABLE>



<PAGE>



                         NORTHEAST MORTGAGE CORPORATION
                          NOTES TO FINANCIAL STATEMENTS

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Continued)

Net Income (Loss) Per Common Share

         Basic earnings per share are computed by dividing earnings available to
common  stockholders by the weighted average number of common shares outstanding
during the period.  Diluted  earnings per share  reflect per share  amounts that
would have  resulted if dilutive  potential  common stock had been  converted to
common  stock.  The  following  reconciles  amounts  reported  in the  financial
statements:
<TABLE>
<CAPTION>
                                                                 For the Three Months Ended March 31, 2004
                                                       -------------------------------------------------------------
                                                              Income               Shares              Per-Share
                                                            (Numerator)         (Denominator)           Amount
                                                         -----------------    -----------------    -----------------
<S>                                                      <C>                          <C>          <C>
Income (Loss) Available to Common                        $         317,652            4,000,000    $               0.08
                                                                                                   =================
  Stockholders

Effect of Dilutive Securities:
  Convertible Preferred Stock                                            -            4,600,000
                                                         -----------------    -----------------

Income (Loss) Available to Common
  Stockholders-Diluted Earnings Per Share                $         317,652            8,600,000    $               0.04
                                                         =================    =================    =================


                                                                 For the Three Months Ended March 31, 2003
                                                       -------------------------------------------------------------
                                                              Income               Shares              Per-Share
                                                            (Numerator)         (Denominator)           Amount
                                                         -----------------    -----------------    -----------------
Income (Loss) Available to Common                        $         387,805            4,000,000    $               0.10
                                                                                                   =================
  Stockholders

Effect of Dilutive Securities:
  Convertible Preferred Stock                                            -            4,600,000
                                                         -----------------    -----------------

Income (Loss) Available to Common
  Stockholders-Diluted Earnings Per Share                $         387,805            8,600,000    $               0.05
                                                         =================    =================    =================
</TABLE>

Concentration of Credit Risk

         The Company's  financial  instruments that are exposed to concentration
of credit risk consist primarily of cash and mortgages  receivable.  The Company
places its cash investments with high credit quality institutions. At times such
investments  may be in  excess  of  the  FDIC  insurance  limit.  The  mortgages
receivable are secured by residential real estate.


<PAGE>



                         NORTHEAST MORTGAGE CORPORATION
                          NOTES TO FINANCIAL STATEMENTS

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Continued)

Income Taxes

         The Company  accounts  for income  taxes under the  provisions  of SFAS
No.109,  "Accounting  for Income  Taxes." SFAS No.109  requires  recognition  of
deferred  income tax assets and  liabilities  for the expected future income tax
consequences,  based on enacted tax laws, of temporary  differences  between the
financial reporting and tax bases of assets and liabilities.

Comprehensive Income

         The Company does not have any accumulated  comprehensive  income items,
and therefore, is not required to report comprehensive income.

Advertising

         Advertising costs are expensed as incurred.

Revenue Recognition

         Revenue and related  costs are reflected in the accounts when earned or
incurred.

Intangible Assets

         Intangible Assets consisted of the following at March 31, 2004:

           Intangible Asset                                  Amortization Period
Customer Lists                             $       516,609        5 Years
Less accumulated amortization                     (368,509)
                                           ---------------
Total                                      $       148,100
                                           ===============

         Intangible Assets consisted of the following at December 31, 2003:


           Intangible Asset                                  Amortization Period
Customer Lists                             $       516,609        5 Years
Less accumulated amortization                     (342,759)
                                           ---------------
Total                                      $       173,850
                                           ===============







<PAGE>



                         NORTHEAST MORTGAGE CORPORATION
                          NOTES TO FINANCIAL STATEMENTS

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Continued)

Recent Accounting Pronouncements

         In June 2001, the Financial  Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") 141, Business Combinations,
and SFAS 142,  Goodwill and  Intangible  Assets.  SFAS 141 is effective  for all
business  combinations  completed after June 30, 2001. SFAS 142 is effective for
fiscal years beginning after December 15, 2001;  however,  certain provisions of
this Statement apply to goodwill and other  intangible  assets acquired  between
July 1, 2001 and the  effective  date of SFAS  142.  Major  provisions  of these
Statements and their effective dates for the Company are as follows:

         (a)      All business  combinations  initiated after June 30, 2001 must
                  use  the  purchase  method  of  accounting.   The  pooling  of
                  interests  method  of  accounting  is  prohibited  except  for
                  transactions initiated before July 1, 2001.
         (b)      Intangible  assets acquired in a business  combination must be
                  recorded   separately   from   goodwill  if  they  arise  from
                  contractual  or other legal rights or are  separable  from the
                  acquired entity and can be sold, transferred, licensed, rented
                  or  exchanged,  either  individually  or as part of a  related
                  contract, asset or liability.
         (c)      Goodwill,  as well as intangible assets with indefinite lives,
                  acquired after June 30, 2001, will not be amortized.
         (d)      Effective January 1, 2002, all previously  recognized goodwill
                  and intangible  assets with indefinite lives will no longer be
                  subject to amortization.
         (e)      Effective January 1, 2002, goodwill and intangible assets with
                  indefinite  lives will be tested for  impairment  annually and
                  whenever there is an impairment indicator.
         (f)      Effective  January 1,  2002,  the  useful  life of  intangible
                  assets  with finite  lives will be  evaluated  each  reporting
                  period to determine whether events and circumstances warrant a
                  revision to the remaining period of amortization.
         (g)      All acquired  goodwill must be assigned to reporting units for
                  purposes of impairment testing and segment reporting.

         On January 1, 2002, the Company  adopted SFAS 142 and as required,  the
useful lives of the customer lists were evaluated and the remaining amortization
periods  adjusted  accordingly.  Prior to the  adoption of SFAS 142, the Company
amortized  the customer  lists over an estimated  useful life of fifteen  years.
Since the adoption of SFAS 142, the Company amortizes the customer lists over an
estimated useful life of five years.







<PAGE>



                         NORTHEAST MORTGAGE CORPORATION
                          NOTES TO FINANCIAL STATEMENTS

NOTE 2 - MORTGAGES RECEIVABLE

         Mortgages  Receivable consist principally of real estate mortgage loans
originated and held for sale to permanent  investors.  They are held at lower of
cost or market. Market value is determined by the permanent investor commitment.
Also included in Mortgages  Receivable are private real estate  mortgages,  with
terms of three and six months, that bear interest at 13.99% per annum. The notes
are secured by residential  real estate located in the states of Connecticut and
Arizona and are financed through the Company. The fair value for these mortgages
receivable  approximate  carrying  amounts due to the short  maturities of these
instruments.

         Losses are  recorded as  incurred.  The Company  has no  provision  for
losses because it has never had a  delinquency.  The  probability  for a loss is
immaterial,  due to the fact  that the  loans  are sold to  permanent  investors
before funding.

NOTE 3 - CUSTOMER LISTS

         The Company  acquired its customer lists through  direct  purchase from
various  vendors.  These are recorded at cost and  amortized  using the straight
line  method over five  years,  which is the  estimated  useful  life.  With the
formation of the Company's telemarketing department,  the customer lists are now
a  component  of the  Company's  data base,  and  through  statistical  reports,
impairment is evaluated on an annual basis.

NOTE 4 - INCOME TAXES

         Deferred taxes result from temporary  differences in the recognition of
income and expenses for income tax reporting and financial  statement  reporting
purposes.  The Company had  deferred  tax benefits of $143,864 at March 31, 2004
and December 31, 2003. These deferred tax benefits are the result of differences
between book and tax depreciation and amortization of intangible assets.

         The  difference  between the effective  income tax rate and the federal
statutory  income tax rate on the income (loss) from  continuing  operations are
presented below:
<TABLE>
<CAPTION>
                                                                                 March 31,           March 31,
                                                                                    2004                2003
                                                                             ------------------  ------------------

<S>                                                                          <C>                 <C>
Expense (Benefit) at the federal statutory rate of 34%                       $          101,317  $          200,101
Nondeductible expenses                                                                    1,472                 626
State Income Taxes                                                                       19,656              48,599
Other                                                                                   (68,795)            (39,498)
                                                                             ------------------  ------------------
Effective Tax Expense                                                        $           53,650  $          209,828
                                                                             ==================  ==================
</TABLE>



<PAGE>



                         NORTHEAST MORTGAGE CORPORATION
                          NOTES TO FINANCIAL STATEMENTS

NOTE 5 - OPERATING LEASE COMMITMENTS

         The Company  leases  office space in  Southbury,  Connecticut;  Easton,
Massachusetts;   Scottsdale,   Arizona  and  Philadelphia,   Pennsylvania  under
agreements with terms of one to five years.  In addition to the base rents,  the
Company  is,  in  general,  responsible  for  paying  its pro rata  share of the
increases  in real  estate  taxes  and  operating  expenses  over the base  year
amounts.

         The Company  leases office  equipment  under  agreements  with terms of
three years.

         The following  summarizes  the future  minimum lease payments under all
noncancellable operating lease obligations:

                                    2004                                $236,888
                                    2005                                  50,367
                                    2006                                       -
                                    2007                                       -
                                    2008                                       -

NOTE 6 - DEPOSITS

         Included in deposits  are amounts  paid to  permanent  investors  under
indemnification  agreements  for loans sold and now serviced by said  investors.
Management expects no future indemnifications,  nor do they expect to repurchase
any loan sold,  and  accordingly,  no provision  has been made in the  financial
statements.

NOTE 7 - LINE OF CREDIT
<TABLE>
<CAPTION>
                                                                                     March 31,        December 31,
                                                                                       2004               2003
                                                                                 ----------------- ------------------
<C>                                                                              <C>               <C>
$35,000,000 Line of Credit -Horizon Bank                                         $      17,502,842 $       12,449,645
    Interest at Prime plus 1% per annum
    Security interest in all business assets and personal guarantee
    of members and their spouses, Amended and restated
    February 18, 2003, Expires January 31, 2005

$7,500,000 Line of Credit - People's Bank                                                2,930,152          2,614,419
    Interest at Federal Discount Rate
    Security interest in all business assets and personal guarantee
    of  members and their spouses
    Expires July 31, 2004

                                                                                 ----------------- ------------------
                            Total Lines Of Credit                                $      20,432,994 $       15,064,064
                                                                                 ================= ==================
</TABLE>


<PAGE>



                         NORTHEAST MORTGAGE CORPORATION
                          NOTES TO FINANCIAL STATEMENTS

NOTE 8 - PROFIT SHARING PLAN

         On June 1, 1997,  the Company  (employer)  established  a 401(k) Profit
Sharing Plan.  Any full time employee who has completed  three months of service
and has  attained  age 21 is eligible to  participate.  The  employer can make a
discretionary matching contribution based on the employee elective contribution.
The contribution, if any, is determined each year. For 2004 and 2003, there were
no matching contribution made.

NOTE 9 - NOTE PAYABLE - BANK

         On March 29, 2001, the Company  signed a credit  agreement with Newtown
Savings Bank (Bank).  The new agreement amends the Commercial Note and Revolving
Loan Agreement  dated December 4, 1997 wherein a revolving  credit  facility was
made  available to the Company by the Bank in the amount of one million  dollars
($1,000,000).

         The new  agreement,  with a  principal  sum of  $676,000  is payable in
fifty-nine (59) monthly principal payments of $5,633.33 plus interest commencing
April 29, 2001 with the final payment of the entire unpaid principal  balance of
$343,633.53 plus interest payable on March 29, 2006. Interest is calculated at a
variable  rate per  annum of two  percentage  points  above  the  Prime  Rate as
published by the Wall Street Journal.

NOTE 10 - COMMITMENTS AND CONTINGENCIES

         The Company is involved in various legal actions  arising in the normal
course of business. The Company is a party in the following pending matters:

         In Luciano et al v. Northeast Mortgage,  LLC, the Plaintiff is suing as
a result of an alleged breach of a commitment to lend $180,000, as well as other
tort related claims.  The Plaintiff does not have an attorney and  consequently,
the nature and basis of the claims are difficult to determine from the pleadings
that have been filed to date.  The  Company  intends to  vigorously  defend this
action and has joined co-defendant IndyMac Mortgage Holdings,  Inc. in retaining
legal counsel to represent its  interests.  A Motion to Dismiss the  Plaintiff's
claims has been granted and the Plaintiff has filed several motions to reinstate
the claims.  Due to the fact that the litigation has never  progressed  past the
initial  stages,  the  Company  is  unable  to  evaluate  the  likelihood  of an
unfavorable  outcome or estimate the amount, if any, of any potential losses. No
provision has been made in the financial statements related to this claim.








<PAGE>



                         NORTHEAST MORTGAGE CORPORATION
                          NOTES TO FINANCIAL STATEMENTS

NOTE 11 - PREFERRED STOCK

         On  January  8,  2001,  the  Company  authorized  10,000,000  shares of
Preferred Stock,  designated as Series A and Series B Preferred Stock.  Series A
and Series B Preferred  Stock consist of 5,000,000  shares,  with a par value of
$.001  per  share.  On  January  18,  2002 the  Board of  Directors  approved  a
resolution that  designates the 5,000,000  shares of Series A shares as Series A
Convertible  Preferred  Stock,  with a par value of $.001 per share.  The Stated
Value of each  Series A  Preferred  Share is $.10.  The holders of shares of the
Series A Preferred Stock shall be entitled to receive  dividends when, if and as
declared by the Board of Directors. Each share of Series A Preferred Stock shall
be  convertible,  at the option of the holder,  into one share of the  Company's
common stock.


Item 2.  Management's Discussion and Analysis or Plan of Operation

General  - This  discussion  should  be read in  conjunction  with  Management's
Discussion and Analysis of Financial  Condition and Results of Operations in the
Company's annual report on Form 10-KSB for the year ended December 31, 2003.

         The following  statement is made pursuant to the safe harbor  provision
for forward-looking  statements  described in the Private Securities  Litigation
Reform Act of 1995.  Northeast Mortgage  Corporation may make certain statements
in this Prospectus,  including,  without limitation  statements that contain the
words "believes,"  "anticipates,"  "estimates,"  "expects," and words of similar
import, constitute "forward-looking  statements." Forward-looking statements may
relate to our future growth and  profitability;  the  anticipated  trends in our
industry;  and our  competitive  strengths  and  business  strategies;  Further,
forward-looking statements are based on our current expectations and are subject
to a number of risks,  uncertainties and assumptions relating to our operations,
financial condition and results of operations.  For a discussion of factors that
may affect the  outcome  projected  in such  statements,  see "Risk  Factors and
Investment  Considerations." If any of these risks or uncertainties materialize,
or if any of the underlying  assumptions  prove incorrect,  actual results could
differ   materially   from   results   expressed   or  implied  in  any  of  our
forward-looking  statements.  We do not undertake any obligation to revise these
forward-looking  statements to reflect events or circumstances arising after the
date of this 10QSB.

PLAN OF OPERATION

         During the three  months ended March 31,  2004,  Northeast  focused its
resources in further  establishing a presence in the financial services industry
as a regional mortgage banker.  Its primary goals were to increase the number of
loans originated while controlling and then reducing salaries and other expenses
required to facilitate the closing of the mortgage  transaction.  In addition to
taking the necessary steps to increase production we eliminated and consolidated
a number of salary positions while also  restructuring the compensation plans of
all salespeople in an effort to improve earnings.


<PAGE>




First Quarter 2004 as Compared to First  Quarter 2003 Results of Operations  and
Analysis of Financial Condition

         Revenues  slightly  decreased for the three months ended March 31, 2004
as compared to the three months ended March 31, 2003.  Revenues  decreased 12.2%
from  $3,719,867 for the three months ended March 31, 2003 to $3,267,190 for the
three  months  ended March 31,  2004.  The  decrease  in  revenues  was due to a
decrease in loans originated. General and administrative expenses decreased 6.0%
from  $2,658,405 for the three months ended March 31, 2003 to $2,500,214 for the
three months ended March 31, 2004. This decrease in expenses was due to a slight
decrease in activity. Sales and marketing expenses decreased 24.8% from $331,929
for the three months ended March 31, 2003 to $249,540 for the three months ended
March 31,  2004.  Net income was  $387,805  for the three months ended March 31,
2003  compared to net income of $317,652  for the three  months  ended March 31,
2004 - a decrease in net income of 18.1%.  The decrease in net income was due to
revenues decreasing. We expect our advertising expenses to remain constant since
the majority of our ongoing expense  related to advertising is budgeted  through
our internal telemarketing  department. We do not foresee any material increases
in costs in the near future.

         We originated  474 loans in the first quarter of 2004, a 38.9% decrease
over the comparable  period in 2003 when we originated 776 loans.  These numbers
represent total loans funded amounts of $78,119,531 in the first quarter of 2004
and $128,219,245 in the first quarter of 2003.

Seasonality

         The mortgage banking industry is generally  subject to seasonal trends.
We are subject to this  seasonality.  Production  tends to  decrease  during the
summer and increase during the fall, winter, and spring.

Market Risk

         Interest rates are the primary market risk Northeast faces.  Increasing
interest  rates  tend to  decrease  the  number of loans  originated.  Northeast
compensates  for interest rate  increases by offering  variable rate  mortgages,
sub-prime  loans,  and equity  loans,  which tend to gain in  popularity  during
periods of increased  interest rates.  In periods of decreasing  interest rates,
there is an increase  in the number of loans  originated  during the  decreasing
rate  trend.  Investors  to whom  Northeast  sells  its  loans  compete  for its
business.  Therefore a decreasing  interest rate environment has only a positive
effect on its results of operations.

Liquidity And Capital Resources

         We expect that we will be able to satisfy our cash requirements for the
next twelve months from its existing cash flow.

Employees



<PAGE>



         We do not expect any material change in the number of employees.

Item 3.  Controls and Procedures

The  Company's  Chief  Executive   Officer  and  Chief  Financial  Officer  have
concluded,  based on an evaluation  conducted within 90 days prior to the filing
date of this  Quarterly  Report on Form 10- QSB, that the  Company's  disclosure
controls and  procedures  have  functioned  effectively  so as to provide  those
officers the information necessary to evaluate whether:

         (i) this Quarterly  Report on Form 10-QSB contains any untrue statement
         of a material fact or omits to state a material fact  necessary to make
         the  statements  made, in light of the  circumstances  under which such
         statements were made, not misleading with respect to the period covered
         by this Quarterly Report on Form 10-QSB, and

         (ii) the financial statements, and other financial information included
         in this Quarterly Report on Form 10-QSB, fairly present in all material
         respects the financial condition,  results of operations and cash flows
         of the Company as of, and for, the periods  presented in this Quarterly
         Report on Form 10-QSB.

There have been no significant  changes in the Company's internal controls or in
other  factors  since  the  date of the  Chief  Executive  Officer's  and  Chief
Financial Officer's  evaluation that could  significantly  affect these internal
controls,   including  any   corrective   actions  with  regard  to  significant
deficiencies and material weaknesses.

PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

         The Company is involved in various legal actions  arising in the normal
course of business. The Company is a party in the following pending matters:

         In  Luciano  et al v.  Northeast  Mortgage,  LLC,  the  plaintiffs  are
claiming  damages as a result of an alleged  breach of a  commitment  to lend as
well as other tort related claims. The Company intends to vigorously defend this
action and has joined co-defendant IndyMac Mortgage Holdings,  Inc. in retaining
legal counsel to represent its interest.  The ultimate resolution of this matter
is not  ascertainable  at this time. No provision has been made in the financial
statements related to this claim.

ITEM 2.  CHANGES IN SECURITIES

None.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

None/Not Applicable.


<PAGE>



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

None/Not Applicable.

ITEM 5.  OTHER INFORMATION

None.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a) EXHIBITS

         The  following  documents  are filed  herewith or have been included as
exhibits to previous filings with the Commission and are incorporated  herein by
this reference:

         Exhibit No.       Exhibit

         3.1      Articles of Incorporation(1)

         3.2      Amended Articles of Incorporation(1)

         3.3      Bylaws(1)

         3.4      Amended Articles of Incorporation(2)

         31.1     Certification  Pursuant to Section  302 of the  Sarbanes-Oxley
                  Act of 2002.

         31.2     Certification  Pursuant to Section  302 of the  Sarbanes-Oxley
                  Act of 2002.

         32.1     Certification  Pursuant to Section  906 of the  Sarbanes-Oxley
                  Act of 2002.

         32.2     Certification  Pursuant to Section  906 of the  Sarbanes-Oxley
                  Act of 2002.


(b)      No  reports on 8-K were filed by the  Company  during the three  months
         ended March 31, 2004.

(1)      Incorporated  herein  by  reference  from  Registrant's  Form  10SB12G,
         Registration Statement, dated February 16, 2000.

(2)      Incorporated  herein by reference  from  Registrant's  Form 8-K,  dated
         April 11, 2002





<PAGE>



                                   SIGNATURES

         In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized, this 14th day of May, 2004.

Northeast Mortgage Corporation



/s/ Brian Rogerson
Brian Rogerson
President
(Principal Executive Officer)


/s/ Sean Rogerson
Sean Rogerson
Vice-President
(Principal Financial Officer)


May 14, 2004