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, 1999
   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.  [ X ]

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, 1999

    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.

     Borough'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.

     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 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.

     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.  The Company's agreement with
TPG Capital Corporation is not exclusive and TPG Capital Corporation has
entered into agreements with other companies similar to the Company on
similar terms.  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.

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 an acquisition or merger.

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

     The National Securities Market Improvement Act of 1996 limited the
authority of states to impose restrictions upon sales of securities made
pursuant to Sections 4(1) and 4(3) of the Securities Act of companies which
file reports under Sections 13 or 15(d) of the Exchange Act.   As a result,
sales of the Company's common stock in the secondary market by the holders
thereof may be made pursuant to Section 4(1) of the Securities Act (sales
other than by an issuer, underwriter or broker) without qualification under
state securities acts.

      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.

      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) 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.

      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 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 has been in the developmental stage since inception and
has no operations to date.  Other than issuing shares to its original
shareholder, the Company has not commenced any operational activities.

      The Company will not restrict its search for any specific kind of
businesses, but 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 at this time 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.

      While the terms of a business transaction to which the Company may be
a party cannot be predicted, it is expected that the parties to the business
transaction will desire to avoid the creation of a taxable event and thereby
structure the acquisition in a tax-free reorganization under Sections 351 or
368 of the Internal Revenue Code of 1986, as amended.  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.  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 will participate in a business combination only after the
negotiation and execution of appropriate agreements.  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.

      TPG Capital Corporation will pay all expenses in regard to its search
for a suitable target company.  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.

      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.

        As part of a business combination agreement, the Company intends to
obtain certain representations and warranties from a target company as to
its conduct following the business combination.  Such representations and
warranties may include (i) the agreement of the target company to make all
necessary filings and to take all other steps necessary to remain a
reporting company under the Exchange Act (ii) imposing certain restrictions
on the timing and amount of the issuance of additional free-trading stock,
including stock registered on Form S-8 or issued pursuant to Regulation S
and (iii) giving assurances of ongoing compliance with the Securities Act,
the Exchange Act, the General Rules and Regulations of the Securities and
Exchange Commission, and other applicable laws, rules and regulations.

ITEM 7.  FINANCIAL STATEMENTS










                             BOROUGH CORPORATION
                        (A DEVELOPMENT STAGE COMPANY)
                             FINANCIAL STATEMENTS
                           AS OF DECEMBER 31, 1999





















                             BOROUGH CORPORATION
                        (A DEVELOPMENT STAGE COMPANY)

                                CONTENTS




       PAGE      1 - INDEPENDENT AUDITORS' REPORT

       PAGE      2 - BALANCE SHEET AS OF DECEMBER 31, 1999

       PAGE      3 - STATEMENT OF OPERATIONS FOR THE PERIOD
                     FROM JUNE 4, 1999 (INCEPTION) TO DECEMBER 31, 1999

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

       PAGE      5 - STATEMENT OF CASH FLOWS FOR THE PERIOD FROM
                     JUNE 4, 1999 (INCEPTION) TO DECEMBER 31, 1999

       PAGES 6 - 8 - NOTES TO FINANCIAL STATEMENTS AS OF
                     DECEMBER 31, 1999






















                         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, 1999 and the related
statements of operations, changes in stockholder's equity and cash flows for
the period from June 4, 1999 (inception) to December 31, 1999.  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 generally accepted auditing
standards.  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, 1999, and the results of its
operations and its cash flows for the period from June 4, 1999 (inception)
to December 31, 1999 in conformity with generally accepted accounting
principles.





                                WEINBERG & COMPANY, P.A.

Boca Raton, Florida
March 17, 2000

                             BOROUGH CORPORATION
                        (A DEVELOPMENT STAGE COMPANY)
                                BALANCE SHEET
                           AS OF DECEMBER 31, 1999


                                    ASSETS


Cash                                                   $      500

TOTAL ASSETS                                           $      500



                     LIABILITIES AND STOCKHOLDER'S EQUITY


LIABILITIES                                            $     -

STOCKHOLDER'S EQUITY

   Preferred Stock, $.0001 par value, 20 million
    shares authorized, zero issued and outstanding           -
   Common Stock, $.0001 par value, 100 million
    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.
                                      2

                             BOROUGH CORPORATION
                        (A DEVELOPMENT STAGE COMPANY)
                           STATEMENT OF OPERATIONS
                       FOR THE PERIOD FROM JUNE 4, 1999
                       (INCEPTION) TO DECEMBER 31, 1999




Income                                          $      -

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

   Total expenses                                     4,830

NET LOSS                                        $    (4,830)


























               See accompanying notes to financial statements.
                                      3


                             BOROUGH CORPORATION
                        (A DEVELOPMENT STAGE COMPANY)
                           STATEMENT OF CHANGES IN
                             STOCKHOLDER'S EQUITY
                       FOR THE PERIOD FROM JUNE 4, 1999
                       (INCEPTION) TO DECEMBER 31, 1999




                                                  Deficit
                                    Additional  Accumulated
                            Common   Paid-In    During Devel-
                            Stock    Capital    opment Stage     Total

Common stock issuance      $   500   $    -     $         -    $   500

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

Net loss for the period
 ended December 31, 1999      -          -             (4,830)  (4,830)

BALANCE AT DECEMBER 31,
  1999                     $   500   $  4,830   $      (4,830) $   500




















               See accompanying notes to financial statements.
                                      4
                             BOROUGH CORPORATION
                        (A DEVELOPMENT STAGE COMPANY)
                           STATEMENT OF CASH FLOWS
                       FOR THE PERIOD FROM JUNE 4, 1999
                       (INCEPTION) TO DECEMBER 31, 1999


CASH FLOWS FROM
 OPERATING ACTIVITIES:

Net loss                                             $   (4,830)
Adjustment to reconcile net loss
 to net cash used by operating activities:

Capitalized 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            -

CASH AND CASH EQUIVALENTS - END OF PERIOD            $      500














               See accompanying notes to financial statements.
                                      5
                             BOROUGH CORPORATION
                        (A DEVELOPMENT STAGE COMPANY)
                        NOTES TO FINANCIAL STATEMENTS
                           AS OF DECEMBER 31, 1999

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, 1999, the Company had not yet commenced
        any formal business operations, and all activity to date relates to
        the Company's formation and proposed fund raising.  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 and raise the
        capital it will require through the issuance of equity securities,
        debt securities, bank borrowings or a combination thereof.

        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.





                                      6
                             BOROUGH CORPORATION
                        (A DEVELOPMENT STAGE COMPANY)
                        NOTES TO FINANCIAL STATEMENTS
                           AS OF DECEMBER 31, 1999

NOTE  1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - (CONT'D)

          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, 1999.

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.





                                      7
                             BOROUGH CORPORATION
                        (A DEVELOPMENT STAGE COMPANY)
                        NOTES TO FINANCIAL STATEMENTS
                           AS OF DECEMBER 31, 1999


NOTE  2 - STOCKHOLDER'S EQUITY - (CONT'D)

          C.  Additional Paid-In Capital

        Additional paid-in capital at December 31, 1999 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 1A:

        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)












                                      8

  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       64           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 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.  However, Mr.
  Cassidy's beneficial and economic interest in all similar
  companies with which he is currently involved is identical.

   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 for
  the purchase of its common stock by a target business. 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, 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.  Further, the officer
  and director is not accruing any compensation pursuant to any
  agreement with the Company.

   The officer and director of the Company will not receive any
  finder's fee as a result of his efforts to implement the
  Company's business plan outlined herein. 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, 1999,
  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 June 7, 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, 1999.


                               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 29, 2000


          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

  James M. Cassidy                                     Director