SECURITIES AND EXCHANGE COMMISSION
                       Washington, D.C.  20549

                             FORM 10-KSB
(Mark One)
[X]            ANNUAL REPORT UNDER SECTION 13 OR 15(d)
               OF THE SECURITIES EXCHANGE ACT OF 1934

                      For the fiscal year ended
                             December 31, 2000
   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 0-26411

                         BOROUGH CORPORATION
         (Exact name of small business issuer in its charter)

       Delaware                                   52-2175529
(State or other jurisdiction of                 (I.R.S. Employer
incorporation or organization)                  Identification No.)

             1504 R Street, N.W., Washington, D.C. 20009
         (Address of principal executive offices)  (zip code)

         Issuer's Telephone Number:     202/387-5400


Securities registered under Section 12(g) of the Exchange Act:  Common Stock
                                                  $.0001 par value per share

Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the last 12 months (or for
such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.

Yes   X     No

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

State issuer's revenues for its most recent fiscal year.          $0

State the aggregate market value of the voting and non-voting common equity
held by non-affiliates computed by reference to the price at which the
common equity was sold, or the average bid and asked price of such common
equity, as of a specified date within the past 60 days.            $ 0.

State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date.

    Class                                     Outstanding at
                                             December 31, 2000
    --------------                           -----------------
Common Stock, par value $0.0001                    5,000,000

Documents incorporated by reference:      None

                                    PART I
ITEM 1.  DESCRIPTION OF BUSINESS

      Borough Corporation (the "Company") was incorporated on June 7, 1999
under the laws of the State of Delaware to engage in any lawful corporate
undertaking, including, but not limited to, selected mergers and
acquisitions. The Company has been in the developmental stage since
inception and has no operations to date other than issuing shares to its
original shareholder.

      The Company's purpose is to seek, investigate and, if such
investigation warrants, acquire an interest in a business entity which
desires to seek the perceived advantages of a corporation which has a class
of securities registered under the Exchange Act.  The Company will not
restrict its search to any specific business, industry, or geographical
location and it may participate in a business venture of virtually any kind
or nature.  Management anticipates that it will be able to participate in
only one potential business venture because the Company has nominal assets
and limited financial resources.

      The Company registered its common stock on a Form 10-SB registration
statement filed pursuant to the Securities Exchange Act of 1934 (the
"Exchange Act") and Rule 12(g) thereof.  The Company files with the
Securities and Exchange Commission periodic and current reports under Rule
13(a) of the Exchange Act, including quarterly reports on Form 10-QSB and
annual reports Form 10-KSB.

        On January 29, 2001, TPG Capital Corporation entered into an
agreement with Reach Systems Group, Inc. to assist it in becoming a public
company and for other matters.  TPG Capital has presented Reach Systems
Group, Inc. to Borough Corporation as a potential target company for a
business combination.  As of the date of this report, Borough Corporation
has not entered into any agreements or contracts for a business combination
with Reach Systems and there is no assurance that any agreement will be
reached or if reached that it will be effected.

ITEM 2.  DESCRIPTION OF PROPERTY

      The Company has no properties and at this time has no agreements to
acquire any properties.  The Company currently uses the offices of
management at no cost to the Company.  Management has agreed to continue
this arrangement until the Company completes a business combination.

ITEM 3.  LEGAL PROCEEDINGS

      There is no litigation pending or threatened by or against the Company.

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

      No matter was submitted to a vote of security holders, through the
solicitation of proxies or otherwise, during the fourth quarter of the
fiscal year covered by this report.

                                   PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

      Following a business combination, a target company will normally wish
to cause the Company's common stock to trade in one or more United States
securities markets.  The target company may elect to take the steps required
for such admission to quotation following the business combination or at
some later time.

      If, after a business combination, the Company does not meet the
qualifications for listing on the Nasdaq SmallCap Market, the Company may
apply for quotation of its securities on the NASD OTC Bulletin Board.  In
certain cases the Company may elect to have its securities initially quoted
in the "pink sheets" published by the National Quotation Bureau, Inc.

      To have its securities quoted on the NASD OTC Bulletin Board a company
must:

      (1) be a company that reports its current financial information to the

Securities and Exchange Commission, banking regulators or insurance regulators;

      (2) has at least one market maker who completes and files a Form 211
with NASD Regulation, Inc.

      The NASD OTC Bulletin Board is a dealer-driven quotation service.
Unlike the Nasdaq Stock Market, companies cannot directly apply to be quoted
on the NASD OTC Bulletin Board, only market makers can initiate quotes, and
quoted companies do not have to meet any quantitative financial
requirements.  Any equity security of a reporting company not listed on the
Nasdaq Stock Market or on a national securities exchange is eligible.

      In order to qualify for listing on the Nasdaq SmallCap Market, a
company must have at least (i) net tangible assets of $4,000,000 or market
capitalization of $50,000,000 or net income for two of the last three years
of $750,000; (ii) a public float of 1,000,000 shares with a market value of
$5,000,000; (iii) a bid price of $4.00; (iv) three market makers; (v) 300
shareholders and (vi) an operating history of one year or, if less than one
year, $50,000,000 in market capitalization.  For continued listing on the
Nasdaq SmallCap Market, a company must have at least (i) net tangible assets
of $2,000,000 or market capitalization of $35,000,000 or net income for two
of the last three years of $500,000; (ii) a public float of 500,000 shares
with a market value of $1,000,000; (iii) a bid price of $1.00; (iv) two
market makers; and (v) 300 shareholders.

      In general there is greatest liquidity for traded securities on the
Nasdaq SmallCap Market, less on the NASD OTC Bulletin Board, and least
through quotation by the National Quotation Bureau, Inc. on the "pink
sheets".  It is not possible to predict where, if at all, the securities of
the Company will be traded following a business combination.

      During the past three years, the Company has sold securities which
were not registered as follows:

                                               NUMBER OF
      DATE               NAME                  SHARES       CONSIDERATION

June 7, 1999     TPG Capital Corporation(1)    5,000,000         $500

      (1)  Mr. Cassidy, the president and sole director of the Company, is
the sole director and controlling shareholder of TPG Capital Corporation and
is therefore considered to be the beneficial owner of the common stock of
the Company issued to it.

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

      The Company will attempt to locate and negotiate with a business
entity for the combination of that target company with the Company.  The
combination will normally take the form of a merger, stock-for-stock
exchange or stock-for-assets exchange (the "business combination").  In most
instances the target company will wish to structure the business combination
to be within the definition of a tax-free reorganization under Section 351
or Section 368 of the Internal Revenue Code of 1986, as amended.  No
assurances can be given that the Company will be successful in locating or
negotiating with any target business.

      The Company has not restricted its search for any specific kind of
businesses, and it may acquire a business which is in its preliminary or
development stage, which is already in operation, or in essentially any
stage of its business life. It is impossible to predict the status of any
business in which the Company may become engaged, in that such business may
need to seek additional capital, may desire to have its shares publicly
traded, or may seek other perceived advantages which the Company may offer.

      In implementing a structure for a particular business acquisition, the
Company may become a party to a merger, consolidation, reorganization, joint
venture, or licensing agreement with another corporation or entity.

      It is anticipated that any securities issued in any such business
combination would be issued in reliance upon exemption from registration
under applicable federal and state securities laws.  In some circumstances,
however, as a negotiated element of its transaction, the Company may agree
to register all or a part of such securities immediately after the
transaction is consummated or at specified times thereafter.  If such
registration occurs, it will be undertaken by the surviving entity after the
Company has entered into an agreement for a business combination or has
consummated a business combination.  The issuance of additional securities
and their potential sale into any trading market which may develop in the
Company's securities may depress the market value of the Company's
securities in the future if such a market develops, of which there is no
assurance.

      The Company will participate in a business combination only after the
negotiation and execution of appropriate agreements.  Negotiations with a
target company will likely focus on the percentage of the Company which the
target company shareholders would acquire in exchange for their
shareholdings.  Although the terms of such agreements cannot be predicted,
generally such agreements will require certain representations and
warranties of the parties thereto, will specify certain events of default,
will detail the terms of closing and the conditions which must be satisfied
by the parties prior to and after such closing and will include
miscellaneous other terms.  Any merger or acquisition effected by the
Company can be expected to have a significant dilutive effect on the
percentage of shares held by the Company's shareholders at such time.

      The Company has entered into an agreement with TPG Capital
Corporation, its sole shareholder, to supervise the search for target
companies as potential candidates for a business combination.  The agreement
will continue until such time as the Company has effected a business
combination.  TPG Capital Corporation has agreed to pay all expenses of the
Company until such time as a business combination is effected, without
repayment.  James M. Cassidy, the sole officer and director of the Company,
is the sole officer and director and controlling shareholder of TPG Capital
Corporation.

      The Company does not anticipate expending funds itself for locating a
target company.  James M. Cassidy, the officer and director of the Company,
provides his services without charge or repayment.  The Company will not
borrow any funds to make any payments to the Company's management, its
affiliates or associates.  If TPG Capital Corporation stops or becomes
unable to continue to pay the Company's operating expenses, the Company may
not be able to timely make its periodic reports required under the Exchange
Act nor to continue to search for an acquisition target.  In such event, the
Company would seek alternative sources of funds or services, primarily
through the issuance of its securities.

      TPG Capital Corporation may only locate potential target companies for
the Company and is not authorized to enter into any agreement with a
potential target company binding the Company.  TPG Capital Corporation may
provide assistance to target companies incident to and following a business
combination, and receive payment for such assistance from target companies.
The agreement with TPG Capital Corporation is not exclusive and the Company
may enter into similar agreements with other persons or entities.

      The Board of Directors has passed a resolution which contains a policy
that the Company will not seek a business combination with any entity in
which the Company's officer, director, shareholders or any affiliate or
associate serves as an officer or director or holds any ownership interest.

        On January 29, 2001, TPG Capital Corporation entered into an
agreement with Reach Systems Group, Inc. to assist it in becoming a public
company and for other matters.  TPG Capital has presented Reach Systems
Group, Inc. to Borough Corporation as a potential target company for a
business combination.  As of the date of this report, Borough Corporation
has not entered into any agreements or contracts for a business combination
with Reach Systems and there is no assurance that any agreement will be
reached or if reached that it will be effected.

ITEM 7.  FINANCIAL STATEMENTS

      The financial statements for the year ended December 31, 2000 are
attached to this filing.

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

      There were no changes in or disagreements with accountants on
accounting and financial disclosure for the period covered by this report.


                                   PART III

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

      The Directors and Officers of the Company are as follows:

          Name               Age         Positions and Offices Held
      -----------------                  -----------
      James M. Cassidy        65         President, Secretary, Director

      There are no agreements or understandings for the officer or director
to resign at the request of another person and the above-named officer and
director is not acting on behalf of nor will act at the direction of any
other person.

      Set forth below is the name of the director and officer of the
Company, all positions and offices with the Company held, the period during
which he has served as such, and the business experience during at least the
last five years:

      JAMES MICHAEL CASSIDY, ESQ., LL.B., LL.M., received a Bachelor of
Science in Languages and Linguistics from Georgetown University in 1960, a
Bachelor of Laws from The Catholic University School of Law in 1963, and a
Master of Laws in Taxation from The Georgetown University School of Law in
1968. From 1963-1964, Mr. Cassidy was law clerk to the Honorable Inzer B.
Wyatt of the United States District Court for the Southern District of New
York. From 1964-1965, Mr. Cassidy was law clerk to the Honorable Wilbur K.
Miller of the United States Court of Appeals for the District of Columbia.
From 1969-1975, Mr. Cassidy was an associate of the law firm of Kieffer &
Moroney and a principal in the law firm of Kieffer & Cassidy, Washington,
D.C.  From 1975 to date, Mr. Cassidy has been a principal in the law firm of
Cassidy & Associates, Washington, D.C. and its predecessors, specializing in
securities law and related corporate and federal taxation matters. Mr.
Cassidy is a member of the bars of the District of Columbia and the State of
New York and is admitted to practice before the United States Tax Court and
the United States Supreme Court.

OTHER SIMILAR COMPANIES

      James M. Cassidy, the president of the Company, has been and is
currently involved with companies similar to this one.  The initial business
purpose of each of these companies was or is to engage in a business
combination with an unidentified company or companies.

CONFLICTS OF INTEREST

      A conflict may arise in the event that a similar company with which
Mr. Cassidy is affiliated also actively seeks a target company.  It is
anticipated that target companies will be located for the Company and other
similar companies in chronological order of the date of formation of such
companies or, in the case of companies formed on the same date,
alphabetically.  However, other companies may differ from the Company in
certain items such as place of incorporation, number of shares and
shareholders, working capital, types of authorized securities, or other
items.  It may be that a target company may be more suitable for or may
prefer a certain company formed after the Company.  In such case, a business
combination might be negotiated on behalf of the more suitable or preferred
similar company regardless of date of formation.

      Mr. Cassidy is the principal of Cassidy & Associates, a law firm
located in Washington, D.C. As such, demands may be placed on the time of
Mr. Cassidy which would detract from the amount of time he is able to devote
to the Company.  Mr. Cassidy intends to devote as much time to the
activities of the Company as required.  However, should such a conflict
arise, there is no assurance that Mr. Cassidy would not attend to other
matters prior to those of the Company.

      The terms of business combination may include such terms as Mr.
Cassidy remaining a director or officer of the Company and/or the continuing
securities or other legal work of the Company being handled by the law firm
of which Mr. Cassidy is the principal.  The terms of a business combination
may provide for a payment by cash or otherwise to TPG Capital Corporation by
a target business for the purchase of all or some of the common stock of the
Company owned by TPG Capital Corporation.  Mr. Cassidy would directly
benefit from such employment or payment. Such benefits may influence Mr.
Cassidy's choice of a target business.

      Management may agree to pay finder's fees, as appropriate and allowed,
to unaffiliated persons who may bring a target business to the Company where
that reference results in a business combination.  The amount of any
finder's fee will be subject to negotiation, and cannot be estimated at this
time. No finder's fee will be paid to the management or promoters of the
Company, or to their associates or affiliates.  No loans of any type have
been, or will be, made to management or promoters of the Company or to any
of their associates or affiliates.

      The Company will not enter into a business combination, or acquire any
assets of any kind for its securities, in which management or promoters of
the Company or any affiliates or associates have any interest, direct or
indirect.

      There are no binding guidelines or procedures for resolving potential
conflicts of interest. Failure by management to resolve conflicts of
interest in favor of the Company could result in liability of management to
the Company.  However, any attempt by shareholders to enforce a liability of
management to the Company would most likely be prohibitively expensive and
time consuming.

ITEM 10.  EXECUTIVE COMPENSATION

      The Company's officer and director does not receive any compensation
for his services rendered to the Company, nor has he received such
compensation in the past.  The officer and director is not accruing any
compensation pursuant to any agreement with the Company.  However, the
officer and director of the Company anticipates receiving benefits as a
beneficial shareholder of the Company and as a principal of TPG Capital
Corporation.

      No retirement, pension, profit sharing, stock option or insurance
programs or other similar programs have been adopted by the Company for the
benefit of its employees.

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

      The following table sets forth, as of December 31, 2000, each person
known by the Company to be the beneficial owner of five percent or more of
the Company's common stock and the director and officer of the Company.
Except as noted, the holder thereof has sole voting and investment power
with respect to the shares shown.

      Name and Address              Amount of Beneficial    Percent of
      of Beneficial Owner           Ownership               Outstanding Stock
      -------------------           ------------------      -----------------
      TPG Capital Corporation        5,000,000               100%
      1504 R Street, N.W.
      Washington, D.C. 20009

      James M. Cassidy(1)             5,000,000              100%
      1504 R Street, N.W.
      Washington, D.C. 20009

      All Executive Officers and
      Directors as a Group
      (1 Person)                       5,000,000             100%

(1)   Mr. Cassidy is the sole director and controlling shareholder of TPG
      Capital Corporation and is therefore considered the beneficial owner
      of the 5,000,000 shares of common stock owned by it.

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

      On March 25, 1999, the Company issued a total of 5,000,000 shares of
Common Stock to the following entity for a total of $500 in cash:

                                    NUMBER OF          TOTAL
      NAME                          SHARES             CONSIDERATION
      ----------------              ----------         --------------

      TPG Capital Corporation        5,000,000          $ 500

      The Board of Directors has passed a resolution which contains a policy
that the Company will not seek an acquisition or merger with any entity in
which the Company's officer, director or shareholder or their affiliates or
associates serve as officer or director or hold any ownership interest.
Management is not aware of any circumstances under which this policy may be
changed.

ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K

      (a)   Exhibits

      (b)   There were no reports on Form 8-K filed by the Company during
the quarter ended December 31, 2000.

                                  SIGNATURES


        Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly caused this report
to be signed on its behalf by the undersigned thereunto duly authorized.

                                     BOROUGH CORPORATION


                                    By:    /s/ James M. Cassidy
                                          James M. Cassidy, President

Dated:  March 30, 2001


        Pursuant to the Securities Exchange Act of 1934, this report has
been signed below by the following persons on behalf of the registrant and
in the capacities and on the dates indicated.

NAME                                  OFFICE            DATE

/s/ James M. Cassidy                  Director          March 30, 2001



                         BOROUGH CORPORATION
                     (A DEVELOPMENT STAGE COMPANY)
                        FINANCIAL STATEMENTS
                       AS OF DECEMBER 31, 2000


                       BOROUGH CORPORATION
                  (A DEVELOPMENT STAGE COMPANY)


                           CONTENTS

        PAGE 1     INDEPENDENT AUDITORS' REPORT

        PAGE 2     BALANCE SHEET AS OF DECEMBER 31, 2000

        PAGE 3     STATEMENT OF OPERATIONS FOR THE YEAR ENDED
                   DECEMBER 31, 2000 AND FOR THE PERIOD FROM
                   JUNE 4, 1999 (INCEPTION) TO DECEMBER 31, 2000

        PAGE 4     STATEMENT OF CHANGES IN STOCKHOLDER'S EQUITY FOR THE
                   PERIOD FROM JUNE 4, 1999 (INCEPTION) TO DECEMBER 31, 2000

        PAGE 5     STATEMENT OF CASH FLOWS FOR THE YEAR ENDED
                   DECEMBER 31, 2000 AND FOR THE PERIOD JUNE 4, 1999
                   (INCEPTION) TO DECEMBER 31, 2000

      PAGES 6 - 8  NOTES TO FINANCIAL STATEMENTS AS OF DECEMBER 31, 2000





                           INDEPENDENT AUDITORS' REPORT


To the Board of Directors of:
Borough Corporation
(A Development Stage Company)

We have audited the accompanying balance sheet of Borough Corporation
(a development stage company) as of December 31, 2000 and the related
statements of operations, changes in stockholder's equity and cash flows
for the year ended December 31, 2000 and for the period from June 4, 1999
(inception) to December 31, 2000.  These financial statements are the
responsibility of the Company's management.  Our responsibility is to
express an opinion on these financial statements based on our audit.

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

In our opinion, the financial statements referred to above present
fairly in all material respects, the financial position of Borough
Corporation (a development stage company) as of December 31, 2000,
and the results of its operations and its cash flows for the year
then ended and for the period from June 4, 1999 (inception) to
December 31, 2000 in conformity with accounting principles generally
accepted in the United States.


WEINBERG & COMPANY, P.A.

Boca Raton, Florida
February 15, 2001

                          BOROUGH CORPORATION
                    (A DEVELOPMENT STAGE COMPANY)
                             BALANCE SHEET
                       AS OF DECEMBER 31, 2000

                                ASSETS

Cash                                            $  500

TOTAL ASSETS                                    $   500


                   LIABILITIES AND STOCKHOLDER'S EQUITY

LIABILITIES                                     $    -

STOCKHOLDER'S EQUITY

 Preferred Stock, $.0001 par value, 20,000,000
    shares authorized, none issued
    and outstanding                                  -
 Common Stock, $.0001 par value, 100,000,000
    shares authorized, 5,000,000
    issued and outstanding                          500
 Additional paid-in capital                       4,830
 Deficit accumulated during development stage    (4,830)

 Total Stockholder's Equity                         500

TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY         $500


See accompanying notes to financial statements


                     BOROUGH CORPORATION
                (A DEVELOPMENT STAGE COMPANY)
                   STATEMENT OF OPERATIONS

                                                         June 4, 1999
                              For the Year Ended        (Inception) to
                              December 31, 2000        December 31, 2000

Income                            $  -                       -

Expenses
 Executive services contributed
  by president                       -                       3,500
 Organization expense                -                         580
 Professional fees                   -                         750

Total expenses                       -                       4,830

NET LOSS                          $  -                     $(4,830)


                           BOROUGH CORPORATION
                     (A DEVELOPMENT STAGE COMPANY)
              STATEMENT OF CHANGES IN STOCKHOLDER'S EQUITY
              FOR THE PERIOD FROM JUNE 4, 1999 (INCEPTION)
                          TO DECEMBER 31, 2000
                                                          Deficit
                                                          Accumulated
                                              Additional  During
                           Common Stock       Paid-In     Development
                         Shares    Amount     Capital     Stage        Total

Common stock issuance   5,000,000   $ 500     $  -        $   -        $  500

Fair value of services
and expenses contributed     -         -        4,830         -         4,830

Net loss for the years
ended:
  December 31, 1999          -         -           -        (4,830)   (4,830)
  December 31, 2000          -         -           -          -          -

BALANCE AT
DECEMBER 31, 2000       5,000,000    $ 500     $ 4,830    $(4,830)    $  500

See accompanying notes to financial statements.


                              BOROUGH CORPORATION
                        (A DEVELOPMENT STAGE COMPANY)
                          STATEMENTS OF CASH FLOWS

                                                        June 4, 1999
                                 For the Year Ended     (Inception) to
                                 December 31, 2000      December 31, 2000

Cash flows from operating activities
Net loss                              $   -                 $  (4,830)
Adjustment to reconcile net
  loss to net cash used in
  operating activities:
 Contributed services and expenses        -                     4,830
   Net cash used in operating
   activities                             -                       -

Cash flows from investing activities      -                       -

Cash flows from financing activities:
 Proceeds from issuance of common stock   -                       500
   Net cash provided by financing
   activities                             -                       500

INCREASE IN CASH AND CASH EQUIVALENTS     -                       500

CASH AND CASH EQUIVALENTS -
BEGINNING OF PERIOD                       500                       -

CASH AND CASH EQUIVALENTS -
END OF PERIOD                          $  500                   $ 500

See accompanying note to financial statements.


                            BOROUGH CORPORATION
                      (A DEVELOPMENT STAGE COMPANY)
                      NOTES TO FINANCIAL STATEMENTS
                         AS OF DECEMBER 31, 2000

NOTE  1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

       (A) Organization and Business Operations

       Borough Corporation (a development stage company) ("the Company")
       was incorporated in Delaware on June 7, 1999 to serve as a vehicle to
       effect a merger, exchange of capital stock, asset acquisition or other
       business combination with a domestic or foreign private business.  At
       December 31, 2000, the Company had not yet commenced any formal
       business operations, and all activity to date relates to the Company's
       formation.  The Company's fiscal year end is December 31.

       The Company's ability to commence operations is contingent upon its
       ability to identify a prospective target business (See Note 5).

       (B) Use of Estimates

       The preparation of the financial statements in conformity with
       generally accepted accounting principles requires management to make
       estimates and assumptions that affect the reported amounts of assets
       and liabilities and disclosure of contingent assets and liabilities at
       the date of the financial statements and the reported amounts of
       revenues and expenses during the reporting period.  Actual results
       could differ from those estimates.

       (C) Cash and Cash Equivalents

       For purposes of the statement of cash flows, the Company considers
       all highly liquid investments purchased with an original maturity of
       three months or less to be cash equivalents.

       (D) Income Taxes

       The Company accounts for income taxes under the Financial
       Accounting Standards Board of Financial Accounting Standards No. 109,
       "Accounting for Income Taxes" ("Statement 109").  Under Statement 109,
       deferred tax assets and liabilities are recognized for the future tax
       consequences attributable to differences between the financial statement
       carrying amounts of existing assets and liabilities and their respective
       tax basis.  Deferred tax assets and liabilities are measured using
       enacted tax rates expected to apply to taxable income in the years in
       which those temporary differences are expected to be recovered or
       settled.  Under Statement 109, the effect on deferred tax assets and
       liabilities of a change in tax rates is recognized in income in the
       period that includes the enactment date.  There were no current or
       deferred income tax expense or benefits due to the Company not having
       any material operations for the period ending December 31, 2000.

NOTE  2 - STOCKHOLDER'S EQUITY

       (A) Preferred Stock

       The Company is authorized to issue 20,000,000 shares of preferred
       stock at $.0001 par value, with such designations, voting and other
       rights and preferences as may be determined from time to time by the
       Board of Directors.

       (B) Common Stock

       The Company is authorized to issue 100,000,000 shares of common
       stock at $.0001 par value.  The Company issued 5,000,000 shares of its
       common stock to TPG Capital Corporation pursuant to Rule 506 for an
       aggregate consideration of $500.

       (C) Additional Paid-In Capital

       Additional paid-in capital at December 31, 2000 represents the fair
       value of services contributed to the Company by its president and the
       amount of organization and professional costs incurred by TPG Capital
       on behalf of the Company (See Note 3).

NOTE 3 - AGREEMENT

       On June 7, 1999, the Company signed an agreement with TPG Capital
       Corporation (TPG), a related entity (See Note 4).  The Agreement calls
       for TPG to provide the following services, without reimbursement from
       the Company, until the Company enters into a business combination as
       described in Note 1(A):

           1.	Preparation and filing of required documents with the
               Securities and Exchange Commission.
           2.	Location and review of potential target companies.
           3.	Payment of all corporate, organizational, and other costs
               incurred by the Company.

NOTE 4 - RELATED PARTIES

       Legal counsel to the Company is a firm owned by a director of the
       Company who also owns a controlling interest in the outstanding stock
       of TPG Capital Corporation (See Note 3).

NOTE 5 - SUBSEQUENT EVENT

       On January 29, 2001, TPG Capital Corporation entered into an
       agreement with Reach Systems Group, Inc. to assist it in becoming a
       public company and for other matters.  TPG Capital has presented Reach
       Systems Group, Inc. to Borough Corporation as a potential target
       company for a business combination.  As of the date of this report,
       Borough Corporation has not entered into any agreements or contracts
       for a business combination with Reach Systems and there is no assurance
       that any agreement will be reached or if reached that it will be
       effected.