<PAGE> 1


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

                                   FORM 10-QSB
 (Mark One)

[X]      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
         EXCHANGE ACT OF 1934

                  For the quarterly period ended June 30, 2002

                                       or

[  ]     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
         EXCHANGE ACT OF 1934

 For the transition period from __________________ to _________________

                         Commission File Number 0-49711

                          NEW ENGLAND BANCSHARES, INC.
--------------------------------------------------------------------------------
        (Exact name of small business issuer as specified in its charter)
 United States                                                       04-3693643
--------------------------------------------------------------------------------
 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer
                                                             Identification No.)
 660 Enfield Street, Enfield, Connecticut                                 06082
----------------------------------------- --------------------------------------
 (Address of principal executive offices)                             (Zip Code)

                                 (860) 253-5200
--------------------------------------------------------------------------------
                (Issuer's telephone number, including area code)

                                 Not Applicable
--------------------------------------------------------------------------------
 (Former name, former address and former fiscal year, if changed since last
  report)

     The Issuer had 2,049,875 shares of common stock, par value $0.01 per share,
outstanding as of July 31, 2002.

     Transitional Small Business Disclosure Format (Check one): Yes      No  X
                                                                   ---      ---




<PAGE> 2



                          NEW ENGLAND BANCSHARES, INC.
                                   FORM 10-QSB

                                      INDEX

                                                                            Page
                                                                            ----
PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements

         Condensed Consolidated Balance Sheets at June 30, 2002 (unaudited)
         and March 31, 2002..............................................     3

         Condensed Consolidated Statements of Income for the
         Three Months Ended June 30, 2002 and 2001 (unaudited)...........     4

         Condensed Consolidated Statements of Cash Flows for the
         Three Months Ended June 30, 2002 and 2001 (unaudited)...........     5

         Notes to Condensed Consolidated Financial Statements............     6

Item 2.  Management's Discussion and Analysis of Financial
         Condition and Results of Operation..............................     8

PART II. OTHER INFORMATION

Item 1. Legal Proceedings................................................    13
Item 2. Changes in Securities............................................    13
Item 3. Defaults Upon Senior Securities..................................    14
Item 4. Submission of Matters to a Vote of Security Holders..............    14
Item 5. Other Information................................................    14
Item 6. Exhibits and Reports on Form 8-K.................................    14

SIGNATURES...............................................................    16

                                       2

<PAGE> 3

                          PART I. FINANCIAL INFORMATION
 Item 1. Financial Statements.

                          NEW ENGLAND BANCSHARES, INC.
                      CONDENSED CONSOLIDATED BALANCE SHEET

                        JUNE 30, 2002 AND MARCH 31, 2002
                                 (In thousands)

<TABLE>
<CAPTION>
                                                                                  JUNE 30,             MARCH 31,
                                                                                    2002                  2002
                                                                              ----------------      ----------------
<S>                                                                            <C>                   <C>
                                                                                (UNAUDITED)
 ASSETS:
 ------
 Cash and due from banks                                                       $6,090                $    6,376
 Interest-bearing demand deposits with other banks.....................        113                          159
 Federal funds sold....................................................        8,200                      4,500
 Money Market mutual funds.............................................        2,355                      1,437
                                                                               -----                -----------
       Total cash and cash equivalents.................................        16,758                    12,472
 Investments in available-for-sale securities (at fair value)..........        40,941                    36,165
 Federal Home Loan Bank stock at cost..................................        820                          820
 Loans, net of allowance for loan losses of $833 as of June 30, 2002 and
    $773 as of March 31, 2002..........................................
                                                                              82,510                     80,468
 Premises and equipment, net...........................................        2,166                      1,631
 Accrued interest receivable...........................................        435                          395
 Deferred income taxes.................................................        402                          546
 Cash surrender value of life insurance................................        3,437                      3,391
 Other assets..........................................................        288                          423
                                                                               ---                  ------------
       Total assets....................................................        $147,757                $136,311
                                                                               ========                ========

 LIABILITIES AND CAPITAL ACCOUNTS
 --------------------------------
 Deposits:
    Noninterest-bearing................................................        $3,546                    $3,726
    Interest-bearing...................................................        112,916                  111,272
                                                                               -------                ---------
       Total deposits..................................................        116,462                  114,998
    Advance payments by borrowers for taxes and insurance..............        514                          266
    Federal Home Loan Bank advances....................................        6,917                      6,108
    Due to broker......................................................        681                         --
    Other liabilities..................................................        598                          587
                                                                               ---                    ---------
       Total liabilities...............................................        125,172                  121,959
                                                                               -------                  -------
Stockholders' Equity:
    Common stock, par value $.01 per share: authorized  10,000,000             20                          --
Shares issued: 2,049,875...............................................
    Paid in capital....................................................        8,484                       --
    Retained earnings..................................................        14,700                    14,460
    Accumulated other comprehensive income (loss)......................        119                        (108)
    Unearned ESOP shares                                                       (738)                       --
                                                                               -----
       Total stockholders' equity......................................        22,585                    14,352
                                                                               ------                ----------
       Total liabilities and stockholders' equity......................        $147,757                $136,311
                                                                               ========                ========
</TABLE>


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

                                       3
<PAGE> 4


                          NEW ENGLAND BANCSHARES, INC.
                   CONDENSED CONSOLIDATED STATEMENTS OF INCOME

           FOR THE THREE MONTHS ENDED JUNE 30, 2002 AND JUNE 30, 2001
                                 (In thousands)

<TABLE>
<CAPTION>


                                                                                        THREE MONTHS ENDED
                                                                                             JUNE 30,
                                                                               -------------------------------------
                                                                                    2002                2001
                                                                               ----------------    -----------------
                                                                                            (UNAUDITED)
 <S>                                                                                    <C>                 <C>
 Interest and dividend income:
       Interest and fees on loans......................................                 $1,546               $1,371
       Interest and dividends on securities:
          Taxable .....................................................                    430                  570
          Tax-exempt...................................................                     27
          Dividends on Federal Home Loan Bank stock....................                      8                   13
       Interest on federal funds sold, interest-bearing deposits and
          money market mutual funds....................................                     51                  101
                                                                                            --                  ---
                Total interest and dividend income.....................                  2,062                2,055

 Interest expense:
       Interest on deposits............................................                    830                1,147
       Interest on advanced payments by borrowers for taxes and insurance                    1                    1
       Interest on Federal Home Loan Bank advances.....................                     64                   --
                                                                                            --                -----
Total interest expense.................................................                    895                1,148
                                                                                           ---                -----
          Net interest and dividend income.............................                  1,167                  907
 Provision for loan losses.............................................                     60                   36
                                                                                            --                   --
       Net interest and dividend income after provision for loan
          losses.......................................................                  1,107                  871
 Noninterest income:
       Service charges on deposit accounts.............................                      3                    2
       Gain on sales and calls of available-for-sale securities, net...                     12                   62
       Increase in cash surrender value of life insurance policies.....                     38                   39
       Other income....................................................                     50                   35
                                                                                            --                   --
             Total noninterest income..................................                    103                  138
 Noninterest expense:
       Salaries and employee benefits..................................                    490                  442
       Occupancy and equipment expense.................................                    117                  125
       Advertising and promotion.......................................                     26                   31
       Gain (loss) on sale of other real estate owned, net.............                                           6
       Professional fees...............................................                     40                   37
       Data processing expense.........................................                     40                   48
       Stationery and supplies.........................................                     17                   23
       Other expense...................................................                    124                  102
                                                                                           ---                  ---
             Total noninterest expense.................................                    854                  814
                                                                                           ---                  ---
             Income before income taxes................................                    356                  195
       Income tax expense..............................................                    116                   81
                                                                                           ---                   --
             Net income................................................                   $240                 $114
                                                                                          ====                 ====
</TABLE>


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

                                       4

<PAGE> 5


                          NEW ENGLAND BANCSHARES, INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

           FOR THE THREE MONTHS ENDED JUNE 30, 2002 AND JUNE 30, 2001
                                 (in thousands)

<TABLE>
<CAPTION>

                                                                                      FOR THE THREE MONTHS ENDED
                                                                                               JUNE 30,
                                                                                  ----------------------------------
                                                                                        2002             2001
                                                                                  ---------------- -----------------
                                                                                             (UNAUDITED)
 <S>                                                                                         <C>               <C>
 Cash flows from operating activities:
       Net income.........................................................                   $240              $114
       Adjustments to reconcile net income to net cash provided by operating
       activities:
             Amortization of securities, net..............................                     17                37
             Gain on sales and calls of available-for-sale securities,
             net..........................................................                   (12)              (62)
             Provision for loan losses....................................                     60                36
             Increase (decrease)in deferred loan origination fees.........                     19              (15)
             Depreciation and amortization................................                     51                51
             Loss on sales of other real estate owned, net................                                        6
             (Increase) decrease in accrued interest receivable...........                   (40)                46
             Increase in cash surrender value life insurance policies.....                   (38)              (39)
             (Increase) decrease in prepaid expenses and other assets.....                    135              (31)
             Increase (decrease)in accrued expenses and other liabilities.                     11              (33)
                                                                                             ----              ----
       Net cash provided by operating activities..........................                    443               110
                                                                                             ----              ----
 Cash flows from investing activities:
             Purchases of available-for-sale securities...................                (7,500)          (27,325)
             Proceeds from sales of available-for-sale securities.........                    720             1,527
             Proceeds from maturities of available-for-sale securities....                  3,051            22,353
             Loan originations and principal collections, net.............                (2,121)           (4,840)
             Loan to ESOP.................................................                  (738)
             Capital expenditures - premises and equipment................                  (586)             (264)
             Proceeds from sales of other real estate owned...............                     --                76
             Capital expenditures - other real estate owned...............                     --              (13)
             Investments in life insurance policies.......................                    (8)               (5)
                                                                                             ----              ----
             Net cash used in investing activities........................                (7,182)           (8,491)
                                                                                          -------           -------
Cash flows from financing activities:
             Net increase in demand deposits, NOW and savings accounts....                  2,121             1,880
             Net decrease in time deposits................................                  (657)             (118)
             Net increase in advanced payments by borrowers for taxes and
             insurance...................................................                     248               175
             Proceeds from Federal Home Loan Bank long-term advances......                  1,000                --
             Principal payments on Federal Home Loan Bank long-term
               advances...................................................                  (191)                --
             Proceeds from sale of stock net of costs.....................                  8,504                --
                                                                                           ------            ------
             Net cash provided by financing activities....................                 11,025             1,937
                                                                                           ------            ------
 Net increase (decrease) in cash and cash equivalents.....................                  4,286           (6,444)
 Cash and cash equivalents at beginning of period.........................                 12,472            17,759
                                                                                           ------            ------

 Cash and cash equivalents at end of period...............................                $16,758           $11,315
                                                                                          =======           =======

 Supplemental disclosures:
             Interest paid................................................                   $892            $1,146
             Income taxes paid............................................                     64               100
             Loans transferred to other real estate owned.................                     --               124
             Loans originated from sales of other real estate owned.......                     --                52

</TABLE>

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

                                       5

<PAGE> 6


                          NEW ENGLAND BANCSHARES, INC.
              Notes to Condensed Consolidated Financial Statements

NOTE 1 --Organization

         New England  Bancshares,  Inc. (the "Company") is a federal corporation
formed on June 4, 2002 for the purpose of  acquiring  all of the common stock of
Enfield Federal Savings and Loan Association (the "Association") concurrent with
its  reorganization  from a  mutual  savings  institution  to a  mutual  holding
company.  The reorganization was consummated on June 4, 2002. In connection with
the  reorganization,  the Company sold 922,444  shares of its common stock,  par
value $0.01 per share, in a subscription  offering and sold 1,127,431  shares to
Enfield  Mutual  Holding  Company  raising  approximately  $9.2 million in gross
proceeds.  Approximately  $6.8 million of those proceeds were contributed to the
Association.

         The  Association,  a  federally-chartered  savings and loan association
headquartered  in  Enfield,  Connecticut,  operates  from its four  full-service
branch offices in Enfield and Suffield,  Connecticut.  The Association  provides
banking  products and services to individuals  and small  businesses,  including
residential and commercial  mortgages,  commercial loans,  consumer loans, and a
variety of deposit instruments.

NOTE 2 - Basis of Presentation

         The accompanying  unaudited condensed consolidated financial statements
have been prepared in accordance with accounting  principles  generally accepted
in the  United  States of  America  for  interim  financial  statements  and the
instructions  to  Form  10-QSB,  and  accordingly  do  not  include  all  of the
information and footnotes required by accounting  principles  generally accepted
in the United  States of  America  for  complete  financial  statements.  In the
opinion  of  management,   the  accompanying  unaudited  consolidated  financial
statements  reflect  all  adjustments  necessary,   consisting  of  only  normal
recurring  accruals,  to  present  fairly  the  financial  position,  results of
operations and cash flows of the Company for the periods presented. In preparing
the interim financial  statements,  management is required to make estimates and
assumptions that affect the reported amounts of assets and liabilities as of the
date of the balance  sheet and  revenues  and  expenses  for the period.  Actual
results could differ significantly from those estimates.  The interim results of
operations are not necessarily  indicative of the results to be expected for the
year ending March 31, 2003.

         While management  believes that the disclosures  presented are adequate
so as not to  make  the  information  misleading,  it is  suggested  that  these
condensed  consolidated  financial  statements be read in  conjunction  with the
financial  statements  and notes  included in the Company's  Form 10-KSB for the
year ended March 31, 2002.

         The  condensed  consolidated  balance  sheet as of March  31,  2002 was
derived from the audited  financial  statements of Enfield  Federal  Savings and
Loan  Association,  but  does  not  include  all  the  disclosures  required  by
accounting principals generally accepted in the United States.


                                       6
<PAGE> 7

NOTE 3 - Earnings per share

         When presented,  basic EPS is computed by dividing income  available to
common stockholders by the weighted-average  number of common shares outstanding
for the period.  Diluted EPS reflects the potential dilution that could occur if
securities or other  contracts to issue common stock were exercised or converted
into common  stock or resulted in the  issuance of common stock that then shared
in the  earnings  of the  entity.  Because  the  formation  of the  Company  was
completed on June 4, 2002,  per share  earnings data is not  meaningful for this
quarter or prior comparative periods and is therefore not presented.

NOTE 4 - Recent Accounting Pronouncements

         FASB has issued SFAS No. 140,  "Accounting  for Transfers and Servicing
of Financial Assets and Extinguishments of Liabilities." This Statement replaces
SFAS No. 125,  "Accounting  for Transfers and Servicing of Financial  Assets and
Extinguishments  of Liabilities" and rescinds SFAS Statement No. 127,  "Deferral
of the Effective Date of Certain Provisions of FASB Statement No. 125." SFAS No.
140 provides  accounting and reporting  standards for transfers and servicing of
financial assets and  extinguishments  of liabilities.  This Statement  provides
consistent  standards for distinguishing  transfers of financial assets that are
sales from  transfers that are secured  borrowings.  This Statement is effective
for  transfers  and  servicing  of  financial  assets  and   extinguishments  of
liabilities  occurring after March 31, 2001; however, the disclosure  provisions
are effective for fiscal years ending after  December 15, 2000.  The adoption of
this  Statement  did not  have a  material  impact  on the  Company's  financial
position or results of operations.

         In June 2001,  the FASB issued SFAS No. 141,  "Business  Combinations."
This  statement  addresses  financial  accounting  and  reporting  for  business
combinations  and supercedes APB Opinion No. 16,  "Business  Combinations,"  and
SFAS  No.  38,  "Accounting  for   Preacquisition   Contingencies  of  Purchased
Enterprises."  Under Opinion 16, business  combinations were accounted for using
one of two methods, the pooling-of-interests  method or the purchase method. All
business combinations in the scope of SFAS No. 141 are to be accounted for using
one method - the purchase  method.  The  provisions of SFAS No. 141 apply to all
business  combinations  initiated  after  June  30,  2001  and to  all  business
combinations  accounted  for using  the  purchase  method  for which the date of
acquisition is July 1, 2001, or later.

         The  adoption of SFAS No. 141 did not have any effect on the  Company's
consolidated  financial statements since it had no pending business combinations
as of June 30,  2001 or as of the  date of the  issuance  of these  consolidated
financial  statements.  If the Company consummates business  combinations in the
future,  any  such  combinations  that  would  have  been  accounted  for by the
pooling-of-interests  method under  Opinion 16 will be  accounted  for under the
purchase method and the difference in accounting could have a substantial impact
on the Company's consolidated financial statements.

         In June  2001,  the FASB  issued  SFAS No.  142,  "Goodwill  and  Other
Intangible Assets." This Statement addresses financial  accounting and reporting
for required goodwill and other intangible assets and supercedes APB Opinion No.
17, "Intangible  Assets." The initial recognition and measurement  provisions of
SFAS No.  142  apply to  intangible  assets  that are  defined  as  assets  (not
including financial assets) that lack physical  substance.  The term "intangible
assets"  is used in SFAS No.  142 to  refer  to  intangible  assets  other  than
goodwill.  The  accounting  for a  recognized  intangible  asset is based on its
useful life.  An intangible  asset with a finite  useful life is  amortized;  an
intangible asset with an indefinite useful life is not amortized.  An intangible
asset  that is subject to  amortization  shall be  reviewed  for  impairment  in
accordance  with SFAS No. 121,  "Accounting  for the  Impairment  of  Long-Lived
Assets and for Long-Lived Assets to Be Disposed of."

                                       7

<PAGE> 8


SFAS No. 142 provides that goodwill shall  not be amortized. Goodwill is defined
as the  excess of the cost of an  acquired  entity  over the net of the  amounts
assigned  to assets  acquired  and  liabilities  assumed.  SFAS No. 142  further
provides  that goodwill  shall be tested for  impairment at a level of reporting
referred to as a reporting  unit.  Impairment is the condition  that exists when
the carrying amount of goodwill exceeds its implied fair value.

         SFAS No. 142 is effective as follows:

         All of the  provisions of SFAS No. 142 shall be applied in fiscal years
beginning  after  December 15,  2001,  to all  goodwill  and  intangible  assets
recognized  in an entity's  statement of financial  position at the beginning of
that fiscal year,  regardless of when those  previously  recognized  assets were
initially recognized.

         The adoption of SFAS No. 142 did not have any material effect on its
consolidated financial statements.


Item 2.  Management's Discussion and Analysis of Financial Condition and Results
         -----------------------------------------------------------------------
         of Operation.
         ------------

         The following analysis discusses changes in the financial condition and
results of  operations at and for the three months ended June 30, 2002 and 2001,
and should be read in  conjunction  with the  Company's  Condensed  Consolidated
Financial Statements and the notes thereto,  appearing in Part I, Item 1 of this
document.

FORWARD-LOOKING STATEMENTS

         This report  contains  certain  forward-looking  statements  within the
meaning of Section 27A of the  Securities  Act of 1933, as amended,  and Section
21E of the Securities Exchange Act of 1934, as amended. The Company intends such
forward-looking  statements  to be covered  by the safe  harbor  provisions  for
forward-looking  statements  contained in the Private  Securities  Reform Act of
1995,  and is  including  this  statement  for  purposes  of these  safe  harbor
provisions.  Forward-looking statements,  which are based on certain assumptions
and describe  future plans,  strategies  and  expectations  of the Company,  are
generally  identified  by  use  of  the  words  "believe,"  "expect,"  "intend,"
"anticipate,"  "estimate,"  "project,"  or similar  expressions.  The  Company's
ability to predict results or the actual effect of future plans or strategies is
inherently uncertain.  Factors which could have a material adverse effect on the
operations of the Company and its  subsidiary  include,  but are not limited to,
changes  in:  interest  rates,  general  economic  conditions,  legislative  and
regulatory  changes,  monetary  and  fiscal  policies  of the  U.S.  Government,
including  policies of the U.S.  Treasury  and the Federal  Reserve  Board,  the
quality or  composition  of the loan or investment  portfolios,  demand for loan
products,  deposit  flows,  competition,  demand for  financial  services in the
Company's market area and accounting principles and guidelines.  These risks and
uncertainties should be considered in evaluating  forward-looking statements and
undue  reliance  should not be placed on such  statements.  Further  information
concerning the Company and its business, including additional factors that could
materially affect the Company's  financial results, is included in the Company's
filings with the Securities and Exchange Commission.

                                       8

<PAGE> 9

         Except as required by applicable law and  regulation,  the Company does
not undertake - and specifically  disclaims any obligation - to publicly release
the result of any revisions that may be made to any  forward-looking  statements
to  reflect  events or  circumstances  after the date of such  statements  or to
reflect the occurrence of anticipated or unanticipated events.

 COMPARISON OF FINANCIAL CONDITION AT JUNE 30, 2002 AND MARCH 31, 2002

ASSETS
------
Total assets of the Company were $147.8 million at June 30, 2002 an increase of
$11.5 million, or 8.4%, compared to $136.3  million at March 31, 2002. Net loans
outstanding  rose  $2.0  million  to  $82.5  million  at the end of the  quarter
compared to $80.5 million at March 31, 2002.  Investment  in  available-for-sale
securities  increased $4.7, or 13.0%,  million to $40.9 million at June 30, 2002
compared to $36.2 million at March 31, 2002.  Premises and  equipment  increased
$535,000,  or 32.8%,  due to a continuing  program of equipment  and  technology
upgrading  and  the  purchase  in  April  2002  of  a  property  in  Manchester,
Connecticut  intended for use as a full service banking  office.  Total cash and
cash equivalents increased $4.3 million, or 34.4%, from  $12.5 million at  March
31,  2002 to $16.8  million at June 30, 2002  because of  excess funds  from the
conversion.

ALLOWANCE FOR LOAN LOSSES
-------------------------
The Company  determines the  adequacy of   the allowance for loan  losses  on  a
quarterly  basis.  The  determination  is  based  upon  management's  assessment
of credit quality or "risk rating" of loans.  Loans are  risk weighted when they
are originated.  If  there  is deterioration  in  the credit, the risk rating is
changed accordingly. The analysis considers the type of loans being  originated,
historical  loan  losses and delinquency  figures.  It also examines delinquency
trends. The table below  indicates  the  relationships between the allowance for
loan losses, total loans outstanding and nonperforming loans as of June 30, 2002
and March 31, 2002 respectively.

<TABLE>
<CAPTION>

 (amounts in thousands)                                   At                          At
                                                     June 30, 2002              March 31, 2002
         <S>                                         <C>                        <C>

         Allowance for loan losses                        $833                       $773
         Loans outstanding                              83,343                     81,241
         Nonperforming loans                               443                        201
         Allowance/ Loans outstanding                        1.00%                      0.95%
         Allowance/ Nonperforming loans                    188.00%                    384.60%
</TABLE>

 PAST DUE AND NONPERFORMING LOANS

The following table sets forth information regarding past due and non-accrual
loans

<TABLE>
<CAPTION>

 (amounts in thousands)
                                                          At                          At
                                                     June 30, 2002              March 31, 2002
 <S>                                                 <C>                        <C>

 Past due 30 days through 89 days and accruing            $333                       $288
 Past due 90 days or more and nonaccruing                  443                        201

</TABLE>


                                       9
<PAGE> 10


LIABILITIES

         Total liabilities  increase $3.2 million,  or 2.6%, from $122.0 million
at March 31,  2002 to  $125.2  million  at June 30,  2002,  primarily  due to an
increase in deposits and Federal  Home Loan Bank  advances.  Deposits  increased
$1.5 million,  or 1.3%,  from $115.0 million at March 31, 2002 to $116.5 million
at June 30, 2002 Federal Home Loan Bank advances increased  $809,000,  or 13.2%,
from $6.1  million at March 31,  2002 to $6.9  million at June 30,  2002.  These
funds were used to fund loan growth.

STOCKHOLDERS' EQUITY

         Total  stockholders'  equity  increased $8.2 million,  or $56.9%,  from
$14.4  million at March 31, 2002 to $22.6  million at June 30, 2002,  due to the
equity  raised  through the  issuance of common  stock by the Company on June 4,
2002,  and  through  an  increase  in  accumulated  other  comprehensive  income
reflecting  the  increase  in the  net  unrealized  gain  on  available-for-sale
securities, net of tax, of $227,000 for the period and net income of $240,000.

COMPARISON OF OPERATING RESULTS FOR THE THREE MONTHS ENDED JUNE 30, 2002 AND
2001

GENERAL

         The Company's  results of operations  depend  primarily on net interest
income,  which is the  difference  between  the  interest  income  earned on its
interest-earning assets, such as loans and securities,  and the interest expense
on its  interest-bearing  liabilities,  such as  deposits  and  borrowings.  The
Company  also  generates  noninterest  income,  primarily  from fees and service
charges. Gains on sales of securities and cash surrender value of life insurance
policies are added sources of  noninterest  income.  The  Company's  noninterest
expenses  primarily  consist of employee  compensation  and benefits,  occupancy
expense,  advertising,  data processing,  professional  fees and other operating
expenses.

NET INCOME

         During the three months ended June 30, 2002,  the Company  reported net
income of $240,000.  This was  $126,000 or 111% more that  reported for the same
period  last  year.  Net  interest  income  grew by  $260,000  or 28% during the
quarter.  Growth in earning assets and an improvement in the net interest margin
were primarily responsible for this result.  Noninterest income declined $35,000
during the period while noninterest expense rose $40,000 or 4.9%. Provisions for
loan losses amounted to $60,000 for the quarter, up from $36,000 a year ago.

NET INTEREST AND DIVIDEND INCOME

         For the  following  discussion,  net interest  income is presented on a
fully tax  equivalent  ("FTE")  basis.  FTE interest  income  restates  reported
interest  income on tax exempt loans and  securities  as if such  interest  were
taxed  at the  Company's  effective  income  tax  rate of 39%  for  all  periods
presented.

                                       10
<PAGE> 11

<TABLE>
<CAPTION>

 (amounts in thousands)
                                                     Three months ended June 30,
                                                     2002             2001
                                                     ----             ----
 <S>                                                 <C>              <C>
 Interest and dividend income
    As reported                                      $2,062           $2,055
    Tax equivalent adjustment                            14               --
                                                    -------           ------
 Total interest income  (FTE)                         2,076            2,055
 Interest Expense                                       895            1,148
                                                    -------            -----
 Net interest and dividend income (FTE)              $1,181            $ 907
                                                     ======             ====

</TABLE>

Net  interest  and  dividend  income for  the three  months  ended June 30, 2002
totaled $1.2  million  (FTE)  compared to $907,000  (FTE) for the same period in
2001. This represented an increase of $274,000 or 30.2%.  Interest and dividends
earned  amounted to $2.08  million  for the three  months  ended June 30,  2002,
virtually  unchanged  from $2.06 million  earned during the same period in 2001.
Interest  expense for the quarter was  $895,000,  $253,000 or 22% less than $1.1
million  reported in the same  quarter of last year.  The change in net interest
income may be viewed as the  result in  changes in volume of average  assets and
liabilities  coupled with changes in the interest  rates earned or paid on those
balances.

Interest-earning assets  averaged  $133.1  million in the quarter ended June 30,
2002 an increase of $19.8 million, or 17.5%,  compared to $113.3 million for the
quarter ended June 30, 2001. The increase  resulted  primarily from of increases
of $13.9 million in loans and $5.9 million in investments. The additional volume
added approximately $282,000 to interest income.

Average  interest-bearing  liabilities  grew  $17.7  million  during the quarter
ended June 30,  2002 from  $106.7  million to $124.4  million  that  resulted in
additional  $78,000 in interest  expense.  The combined result was an additional
$204,000 from changes in the average volume of assets and liabilities.

For the quarter  ended  June 30,  2002  interest-earning  assets  had an average
yield of 6.26%, a decrease of 1.02% from the same quarter a year ago. The change
reduced net interest  income  $262,000 in the quarter.  The average rate paid on
interest  bearing  liabilities  was 2.89% in the  quarter  ended  June 30,  2002
compared to 4.31% in the year earlier  quarter.  The  decrease of 1.42%  reduced
interest  expense  $253,000.  The lower  rates were  primarily  due to the lower
market interest rate environment.

PROVISION FOR LOAN LOSSES

         Credit  risk is part of the  business  of  making  loans.  The  Company
maintains an allowance for loan losses through  provisions  charged to earnings.
The  provision for loan losses for  the quarter ended June 30, 2002 were $60,000
compared to $36,000  during the same  period last year.  The  provision for loan
losses  increased  by  $24,000  due  to loan growth.  There  were no charge-offs
recorded  during the quarter  ended June 30, 2002 or the quarter  ended June 30,
2001.

NONINTEREST INCOME

         During the quarter ended June 30, 2002, noninterest income was $103,000
compared to $138,000 in the same quarter a year ago. The decrease in noninterest
income was  primarily due  to a $50,000, or 80.6%, decrease  in securities gains
from the same period last year. The gains reported during the quarter ended June
30, 2001 resulted when management sold approximately $13.0 million of Ginnie Mae
securities  considered to be at risk for accelerated repayment due to continuing
declines in mortgage  rates.  This  decrease was offset by a $15,000,  or 42.9%,
increase in other income,  primarily due to an increase in banking  service fees
because of new fee structure and the introduction of debit cards.

                                       11

<PAGE> 12

NONINTEREST EXPENSE

         Noninterest  expense for the quarter  ended June 30, 2002 was $854,000,
an increase of $40,000,  or 4.9%,  from  $814,000 in the quarter  ended June 30,
2001.  Salaries and employee  benefits  increased  $48,000,  or 11%,  reflecting
normal  salary  increases,  higher costs for employee  benefits and additions to
staff to support growth of the Company.  Other expenses  increased  $22,000,  or
21.6%. Payments for banking service fees, in lieu of compensating  balances, for
services were primarily responsible for the increase.

PROVISION FOR INCOME TAXES

         Reflecting the increase in pretax net income, the income tax provisions
for the quarter  ended June 30, 2002 were  $116,000  compared to $81,000 for the
quarter ended June 30, 2001.

LIQUIDITY AND CAPITAL RESOURCES

         The term  liquidity  refers to the  ability to meet  current and future
short-term financial obligations. The Company and the Association further define
liquidity  as the  ability  to  generate  adequate  amounts of cash to fund loan
originations,  deposit withdrawals and operating expenses.  Liquidity management
is both a daily and  long-term  function of business  management.  The Company's
main source of liquidity is the  proceeds it retained  from its stock  offering.
The  Association's  primary  sources of liquidity  are  proceeds  from the stock
offering, deposits, scheduled amortization and prepayments of loan principal and
mortgage-related  securities, funds provided by operations and, to a much lesser
extent, Federal Home Loan Bank borrowings. The Association can borrow funds from
the Federal Home Loan Bank based on eligible collateral of loans and securities.
Enfield  had  Federal  Home Loan  Bank  borrowings  as of June 30,  2002 of $6.9
million with unused borrowing capacity of $43 million.

         The Association's  primary investing  activities are the origination of
loans and the purchase of mortgage and investment  securities.  During the three
months ended June 30, 2002 and fiscal 2002, the Association  originated loans of
approximately  $5.0 million  and $40.0 million,  respectively.  At June 30, 2002
and March 31,  2002,  the  Association  had loan  commitments  to  borrowers  of
approximately $1.3 million and $688,000, respectively, and available home equity
and unadvanced lines of credit of  approximately  $3.3 million and $2.7 million,
respectively.  Purchases of investment securities totaled $7.5 and $59.0 million
for the three months ended June 30, 2002 and fiscal 2002, respectively.

         Loan  repayment  and maturing  investment  securities  are a relatively
predictable  source  of  funds.  However,  deposit  flows,  calls of  investment
securities and prepayments of loans and mortgage-backed  securities are strongly
influenced  by  interest  rates,  general  and  local  economic  conditions  and
competition in the marketplace.  These factors reduce the  predictability of the
timing of these  sources of funds.  Deposit  flows are  affected by the level of
interest rates, by the interest rates and products offered by competitors and by
other  factors.  Total  deposits  were $116.5  million at June 30,  2002, a $1.5
million,  or 1.3%,  increase from the $115.0 million  balance at March 31, 2002.
Total  deposits  increased by $6.5 million,  or 6.0% during the year ended March
31,  2002.  The  Association  monitors its  liquidity  position  frequently  and
anticipates  that it will  have  sufficient  funds to meet its  current  funding
commitments.

                                       12

<PAGE> 13

         The Association was well-capitalized at June 30, 2002 and exceeded each
of the applicable regulatory  capital requirements at such date. The table below
presents the capital required and maintained.

 (amounts in thousands)
                           Required            Enfield
                           --------         --------------
 Tier 1 Capital            4%               $21,504  14.57%
 Total Risk based
    Capital                8%               $22,337  29.93%
 Tier 1 Risk based
    Capital                8%               $21,504  28.81%

         Management  is not aware of any known trends,  events or  uncertainties
that  will  have or are  reasonably  likely  to have a  material  effect  on the
Company's  or  the  Association's  liquidity,  capital  or  operations,  nor  is
management aware of any current recommendations by regulatory authorities which,
if  implemented,   would  have  a  material  effect  on  the  Company's  or  the
Association's liquidity, capital or operations.

                           PART II. OTHER INFORMATION

Item 1.  Legal Proceedings.
         -----------------

         The Company is not involved in any pending legal proceedings other than
routine legal  proceedings  occurring in the ordinary  course of business.  Such
routine legal  proceedings,  in the aggregate,  are believed by management to be
immaterial to the Company's financial condition or results of operations.

Item 2.  Changes in Securities.
         ---------------------

         The following  information  is provided with the Company's  sale of its
common  stock as part of the  Association's  reorganization  from the  mutual to
mutual holding company form of organization.

         a.       The effective  date of the  Registration  Statement on Form
                  SB-2 (File No.  333-82856)  was April 17, 2002.

         b.       The  offering  was  consummated  on June 4,  2002  with  the
                  sale of all  securities  registered pursuant  to the
                  Registration  Statement.  Trident  Securities,  Inc.,  a
                  Division  of  McDonald Investments, Inc., acted as marketing
                  agent for the offering.

         c.       The class of securities registered was common stock, par value
                  $0.01 per  share.  The  aggregate  amount  of such  securities
                  registered was 2,049,875  shares that represented an aggregate
                  amount of $20.5 million.  The amount  included  922,444 shares
                  (or $9.2 million)  sold in the offering and  1,127,431  shares
                  (or $11.3 million) issued to Enfield Mutual Holding Company.

                                       13

<PAGE> 14

         d.       The expenses  incurred in connection  with the  reorganization
                  and offering were $677,000, including expenses paid to and for
                  underwriters  of  $138,000,  attorney and  accounting  fees of
                  $303,000  and other  expenses of  $236,000.  The net  proceeds
                  resulting from the offering after deducting  expenses was $8.5
                  million.

         e.       $738,000 of the net  proceeds  was loaned to the  Association-
                  sponsored  ESOP for the purchase of 73,795  shares of stock.
                  Approximately  $6.8  million  was  passed  down to the
                  Association  as additional  capital.  Approximately  $1.0
                  million  of the  proceeds  has  been  retained  by the Company
                  for general business purposes. These funds remain on deposit
                  with the Association.

Item 3.   Defaults Upon Senior Securities.
          -------------------------------

                  None.

Item 4.  Submission of Matters to a Vote of Security Holders.
         ---------------------------------------------------

                  None.

Item 5.  Other Information.
         -----------------

                  None.

Item 6.  Exhibits and Reports on Form 8-K.
         --------------------------------

                (a)      Exhibits

                         2.1      Amended Plan of Reorganization From Mutual
                                  Savings and Loan Association to Mutual
                                  Holding Company and Stock Issuance (including
                                  the proposed Federal Charters and Bylaws of
                                  Enfield Federal Savings and Loan Association,
                                  New England Bancshares, Inc. and Enfield
                                  Mutual Holding Company)*
                         3.1      Charter of New England Bancshares, Inc.
                                  (Included in Exhibit 2.1)*
                         3.2      Bylaws of New England Bancshares, Inc.
                                  (Included in Exhibit 2.1)*
                         4.1      Specimen stock certificate of New England
                                  Bancshares, Inc.*
                         10.1     Form of Enfield Federal Savings and Loan
                                  Association Employee Stock Ownership Plan and
                                  Trust*
                         10.2     Employment Agreement by and among Enfield
                                  Federal Savings and Loan
                                  Association, New England Bancshares, Inc. and
                                  David J. O'Connor
                         10.3     Form of Enfield Federal Savings and Loan
                                  Association Employee Severance Compensation
                                  Plan*

                                       14

<PAGE> 15

                         10.4     Enfield Federal Savings and Loan Association
                                  Employee Savings & Profit-Sharing Plan and
                                  Adoption Agreement*
                         10.5     Enfield Federal Savings and Loan Association
                                  Executive Supplemental Retirement Plan, as
                                  amended*
                         10.6     Form of Enfield Federal Savings and Loan
                                  Association Supplemental Executive Retirement
                                  Plan*
                         10.7     Form of Enfield Federal Savings and Loan
                                  Association Director Fee Continuation Plan*
                         10.8     Spit Dollar Arrangement with David J.O'Connor*
                         99.1     Certification of Chief Executive and Chief
                                  Financial Officer
                         -----------------------------
                         *        Incorporated by reference into this document
                                  from New  England  Bancshares,  Inc.'s  Form
                                  SB-2, Registration Statement filed under the
                                  Securities  Act of  1933,  Registration  No.
                                  333-63271

                  (b)      Reports on Form 8-K

                                    Not Applicable.

                                       15

<PAGE> 16


                                   SIGNATURES

         In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned,  hereunto duly
authorized.

                                    NEW ENGLAND BANCSHARES, INC.


Dated: August 14, 2002              By: /s/ David J. O'Connor
                                       -----------------------------------------
                                       David  J.  O'Connor  President,
                                       Chief Executive Officer,  chief
                                       financial  officer and Director
                                       (principal executive, financial
                                       and accounting officer)


                                       16