**SECURITIES
        AND EXCHANGE COMMISSION**
 **Washington
        D.C. 20549**
 x
              **QUARTERLY
                  REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
                  OF 1934****For
                  the quarterly period ended June 30, 2007****or**o
              **TRANSITION
                  REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
                  OF 1934**
  **Form 10-Q**
  **Commission
        File Number 000-52011**
  **Conihasset
        Capital Partners, Inc.**
 *(Exact
        name of the registrant as specified in its charter)*
 **Delaware**
              **20-4414490***(State
                  or other jurisdiction of*
                *incorporation
                  or organization)*
              *(I.R.S.
                  Employer*
                *Identification
                  No.)***Two
                  International Place**
                **16th Floor**
                **Boston,
                  Massachusetts**
                *(Address
                  of principal executive offices)*
              **02110**
                *(Zip
                  Code)*
  **Registrant’s
        telephone number, including area code:**
 **(617) 235-7215**
  Indicate
        by check mark whether the registrant (1) has filed all reports required to
        be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
        during the preceding 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.
  Yeso
                Nox
  Indicate
        by check mark whether the registrant is a large accelerated filer, an
        accelerated filer, or a non-accelerated filer. See definition of “accelerated
        filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.
        (Check one):
 Large
                    accelerated filero
                Accelerated
                    filero
                Non-accelerated filerx
  Indicate
        by check mark whether the registrant is a shell company (as defined in
        Rule 12b-2 of the Exchange Act).
 Yeso
                  Nox
 There
        were 1,133,660 shares of the registrant’s common stock, $0.001 par
        value, outstanding as of August 14, 2007.
 
  **Conihasset
        Capital Partners, Inc.**
 **(A
        Delaware Corporation)**
 **Index**
 
 **Part I.
                  Financial Information**Item 1.
              Condensed Consolidated Financial StatementsCondensed
                  Consolidated Balance Sheets
              3• As
                  of June 30, 2007 and December 31, 2006Condensed
                  Consolidated Statements of Income
              5• For
                  the three months ended June 30, 2007 and 2006Condensed
                  Consolidated Statements of Operations
              6• For
                  the six months ended June 30, 2007 and the period from Inception
                  (March 1,
                  2006) to June
                  30, 2006Condensed
                  Consolidated Statements of Cash Flows
              7• For
                  the six months ended June 30, 2007 and the period from Inception
                  (March 1,
                  2006) toJune
                  30, 2006Condensed
                  Notes to Financial Statements
              9Item 2.
              Management’s
                  Discussion and Analysis of Financial Condition and Resultsof
                  Operations
              17Item 3.
              Quantitative
                  and Qualitative Disclosures about Market Risk
              21Item 4.
              Controls
                and Procedures**Part II.
                  Other Information**Item 1.
              LegalProceedings
              23Item 1A.
              RiskFactors
              23Item 2.
              Unregistered
                Sales of Equity Securities and Use of Proceeds
              27Item 3.
              Defaults
                  Upon Senior Securities
              28Item 4.
              Submissionsof
                  Matters to a Vote of Security Holders
              28Item 5.
              OtherInformation
              28Item 6.
              Exhibits
              28SIGNATURES
              29
 
 
    **Item
                  1. Financial Statements.**
 CONIHASSET
        CAPITAL PARTNERS, INC. AND SUBSIDIARY
 
 Condensed
        Consolidated Balance Sheets
 
 
 (unaudited)
                June
                  30,
                2007
                (consolidated)
              
              (audited)
                December
                  31,
                2006
                (unconsolidated)**ASSETS****Current
                  Assets:**Cash
                  and cash equivalents
              
              $
              1,848,309
              
              $
              413,230Investments
                  - controlled
              
              
              0
              
              
              942,000Accounts
                  receivable (Note 4)
              
              
              210,711
              
              
              6,891Inventory
              
              
              305,614
              
              
              0Deposits
              
              
              16,263
              
              
              4,550Prepaid
                  expense
              
              
              12,284
              
              
              15,964Total
                  Current Assets
              
              
              2,393,181
              
              
              1,382,635Property,
                  plant & equipment, net (Note 5)
              
              
              37,511
              
              
              0Leased
                  equipment, net (Note 7)
              
              
              9,604
              
              
              0Goodwill
                  (Note 3)
              
              
              2,224,749
              
              
              0Total
                  Assets
              
              $
              4,665,045
              
              $
              1,382,635**LIABILITIES
                  AND STOCKHOLDERS’ EQUITY****Current
                  Liabilities:**Accrued
                  offering costs
              
              $
              0
              
              $
              51,574Accounts
                  payable and accrued expenses
              
              
              394,865
              
              
              154,017Accrued
                  officer payroll and related payroll taxes
              
              
              82,734
              
              
              118,010Current
                  maturity of capital lease (Note 7)
              
              
              3,886
              
              
              0Total
                  Current Liabilities
              
              
              481,485
              
              
              323,601Obligations
                  under capital lease (Note 7)
              
              
              4,566
              
              
              0Total
                  Liabilities:
              
              
              486,051
              
              
              323,601
 3
  CONIHASSET
        CAPITAL PARTNERS, INC. AND SUBSIDIARY
 
 Condensed
        Consolidated Balance Sheets
 (Continued)
 
 (unaudited)
                June
                  30,
                2007
                (consolidated)
              
              (audited)
                December
                  31,
                2006
                (unconsolidated)**Stockholders’
                  Equity:**Preferred
                  stock, par value $0.001:5,000,000
                  shares authorized;no
                  shares issued and outstanding
              
              
              -
              
              
              -Common
                  stock, par value $0.001 per share:50,000,000
                  shares authorized, 1,083,660 and 362,540
                issued
                  and outstanding, respectively
              
              
              1,084
              
              
              363Additional
                  paid-in capital
              
              
              5,433,413
              
              
              1,471,034Accumulated
                  deficit
              
              
              (1,255,503
              )
              
              (412,363
              )Total
                  Stockholders’ Equity
              
              
              4,178,994
              
              
              1,059,034Total
                  Liabilities and Stockholders’ Equity
              
              $
              4,665,045
              
              $
              1,382,635
 4
  CONIHASSET
        CAPITAL PARTNERS, INC. AND SUBSIDIARY
 
 Condensed
        Consolidated Statements of Operations
 
 
 For
                  the threemonths ended
                June
                  30,2007(consolidated)
              
              For
                  the three
                months
                  ended
                June
                  30, 2006(unconsolidated)**Operating
                  income**Interest
                  from controlled investments
              
              $
              9,667
              
              $
              1,160Interest
                  income
              
              
              3,624
              
              
              -Total
                  Operating Income
              
              
              13,291
              
              
              1,160**Costs
                  and expenses**Organization
                  expenses
              
              
              -
              
              
              6,483Officer
                  salaries and related payroll taxes
              
              
              114,699
              
              
              -Professional
                  fees
              
              
              29,728
              
              
              -General
                  and administrative, including $20,600 of non-cash stock based
                  compensation
              
              
              77,484
              
              -Total
                  Costs and Expenses
              
              
              221,911
              
              
              6,483**Net
                  Loss**
              
              $
              (208,620
              )
              $(5,323)Net
                  Loss per common Share, basic and diluted
              
              $
              (0.36
              )
              $
              (0.18
              )Weighted
                  average shares of common stock outstanding, basic and
                  diluted:
              
              
              582,952
              
              
              30,020
 
 5
  CONIHASSET
        CAPITAL PARTNERS, INC. AND SUBSIDIARY
 
 Condensed
        Consolidated Statements of Operations
 
 
 For
                  the sixmonths ended
                June
                  30, 2007(consolidated)
              
              For
                  the periodfrom inception
                (March
                  1, 2006) to
                June
                  30, 2006(unconsolidated)**Operating
                  income**Interest
                  from controlled investments
              
              $
              25,167
              
              $
              1,160Interest
                  income
              
              
              6,785
              
              
              -Total
                  Operating Income
              
              
              31,952
              
              
              1,160**Costs
                  and expenses**Organization
                  expenses
              
              
              -
              
              
              40,000Officer
                  salaries and related payroll taxes, including $247,500of
                  non-cash stock based compensation
              
              
              441,287
              
              
              -Professional
                  fees, including $110,000 of non-cash stock basedcompensation
              
              
              263,824
              
              
              -General
                  and administrative, including $20,600 of non-cash stock based
                  compensation
              
              
              169,981
              
              -Total
                  Costs and Expenses
              
              
              875,092
              
              
              40,000**Net
                  Loss**
              
              $
              (843,140
              )
              $(38,840)Net
                  Loss per common Share, basic and diluted
              
              $
              (1.78
              )
              $
              (1.70
              )Weighted
                  average shares of common stock outstanding, basic and
                  diluted:
              
              
              474,382
              
              
              22,888
 6
  CONIHASSET
        CAPITAL PARTNERS, INC. AND SUBSIDIARY
 
 Condensed
        Consolidated Statements of Cash Flows
 
 
 For
                  the six
                months
                  ended
                June
                  30, 2007(consolidated)
              
              For
                  the six
                months
                  ended
                June
                  30, 2006 (unconsolidated)**Cash
                  flows used in operating activities:**Net
                  loss
              
              $
              (843,140
              )
              $
              (38,840
              )Adjustments
                  to reconcile net lossto
                  net cash used in operating activities -Depreciation
                  of other assets
              
              
              358
              
              
              -Amortization
                  of structuring fee
              
              
              (6,000
              )
              
              -Non-cash
                  stock based compensation expense
              
              
              378,100
              
              
              -Decrease
                  (increase) in assets:Accounts
                  receivable
              
              
              6,891
              
              
              (1,160
              )Prepaid
                  expense
              
              
              4,828
              
              
              -Increase
                  (decrease) in liabilities:Accounts
                  payable and accrued expenses
              
              
              47,308
              
              
              -Accrued
                  payroll and payroll taxes
              
              
              (35,276
              )
              
              -Net
                  cash used in operating activities
              
              
              (446,931
              )
              
              (40,000
              )**Cash
                  flows from investing activities:**Investment
                  in subsidiary
              
              
              -
              
              
              (5,000
              )Investment
                  in note receivable (from subsidiary)
              
              
              (485,000
              )
              
              (95,100
              )Capital
                  expenditures on property, plant and equipment
              
              
              (15,825
              )
              
              -Cash
                  acquired in acquisition of subsidiary
              
              
              349,409
              
              
              -Net
                  cash used in investing activities
              
              
              (151,416
              )
              
              (100,100
              )**Cash
                  flows from financing activities:**Proceeds
                  from the issuance of common stock
              
              
              2,085,000
              
              
              150,100Proceeds
                  from stockholder’s loan
              
              
              -
              
              
              2,500Accrued
                  organizational costs
              
              
              -
              
              
              40,000Offering
                  costs
              
              
              (51,574
              )
              
              (44,661
              )Net
                  cash provided by financing activities
              
              
              2,033,426
              
              
              147,939Net
                  increase / (decrease) in cash and cash equivalents
              
              
              1,435,079
              
              
              7,839Cash
                  and cash equivalents at beginning of period
              
              
              413,230
              
              
              -Cash
                  and cash equivalents at end of period
              
              $
              1,848,309
              
              $
              7,839
   7
 CONIHASSET
        CAPITAL PARTNERS, INC.
 
 Condensed
        Consolidated Statements of Cash Flows
 (continued)
 
 **SUPPLEMENTAL
                  CASH FLOW INFORMATION**Cash
                  paid for interest
              
              $
              -
              
              $
              -Cash
                  paid for income taxes
              
              $
              -
              
              $
              -**NON-CASH
                  INVESTING AND FINANCING ACTIVITIES**During
                  the period from January 1, 2007 through June 30, 2007 and for the
                  period
                  from inception (March 1, 2006) through June 30, 2006, the Company
                  accrued
                  offering costs totaling $0 and $207,510, respectively and organizational
                  costs totaling $0 and $149,510, respectively.Acquisition of
                  goodwill and net assets of MROIS funded by issuance of common stock
                  and
                  conversion of note receivable in the amount of $2,933,000.
  8
  CONIHASSET
        CAPITAL PARTNERS, INC. AND SUBSIDIARY
 
 Condensed
        Notes to Financial Statements
 
 1.
        DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION
 
 ***Description
        of Business***
  Conihasset
        Capital Partners, Inc. (“CCP”) was incorporated in the State of Delaware on
        March 1, 2006 and organized as an internally managed, closed-end management
        investment company that elected to be regulated as a business development
        company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940
        Act”).
   Subsequent
        to the end of the first quarter of 2007, CCP elected to withdraw its election
        to
        be treated as a BDC under the 1940 Act. This election to withdraw was voted
        on
        and approved at the annual meeting of shareholders on April 19, 2007. On
        April
        20, 2007, CCP filed a Form N-54C, which was effective upon filing, withdrawing
        its election to be treated as a BDC.
   Since
        withdrawing its election to be treated as a BDC, CCP has elected to pursue
        a
        strategy where it intends to create a comprehensive fabrication facility-wide
        for spare and consumable parts, services and material management business,
        offering both common consumables and competitive spares to the semiconductor
        industry. In doing so, it intends to position itself in the marketplace as
        a
        lower cost alternative to the original equipment manufacturers, or OEMs,
        in the
        semiconductor wafer fabrication spares marketplace.
   CCP
        now
        operates as a holding company rather than an investment company. In this
        regard,
        management intends to continue to source and pursue attractively priced
        acquisition opportunities in all types of securities of privately and publicly
        held companies that are based primarily in the United States. In addition,
        management intends to focus upon providing goods and services to the
        manufacturers within the semiconductor industry, specifically, the fabrication
        facilities (“Fabs”) where the semiconductors serve as the central processing
        units of the technology industry.
   On
        June
        29, 2007, CCP acquired 100% of the outstanding membership interests in MRO
        Integrated Solutions LLC (“MROIS” or the “Subsidiary”). As a result of the
        completion of this acquisition by CCP of MROIS (collectively, the “Company”),
        MROIS became a wholly owned subsidiary of CCP. (Note 3)
   MROIS
        is
        headquartered in Shrewsbury, MA and purchases spare, consumable maintenance
        and
        repair parts and resells them directly to semiconductor Fabs. The company
        is
        currently supplying customers such as Intel, Cray Research, Applied Materials,
        Intersil and others.
  
 ***Basis
        of Presentation***
 
 Interim
        financial statements of the Company are prepared in accordance with accounting
        principles generally accepted in the United States of America (“GAAP”) for
        interim financial information and pursuant to the requirements for reporting
        on
        Form 10-Q and Regulation S-X. Accordingly, certain disclosures accompanying
        annual financial statements prepared in accordance with GAAP are omitted.
        In the
        opinion of management, all adjustments, consisting solely of normal recurring
        accruals, considered necessary for the fair presentation of financial statements
        for the interim periods have been included. The results of operations for
        the
        current period are not necessarily indicative of results that ultimately
        may be
        achieved for the year. The interim unaudited financial statements and notes
        thereto should be read in conjunction with the December 31, 2006 financial
        statements and notes thereto included in CCP’s Form 10-K as filed with the
        SEC.
 
 9
  2.
        SIGNIFICANT ACCOUNTING POLICIES
 
 ***Principles
        of Consolidation***
 
 The
        Consolidated financial statements include the accounts of Conihasset Capital
        Partners, Inc. and its 100% wholly owned Subsidiary, MRO Integrated Solutions,
        LLC. Intercompany accounts and transactions have been eliminated in
        consolidation.
 
 ***Accounts
        Receivable***
 
 The
        Company sells its products to customers on an open credit basis. Trade
        receivables represent amounts due from such customers. Management closely
        monitors outstanding accounts receivable and charges to expense any balances
        that are determined to be uncollectible. As of June 30, 2007, the Company
        considered its accounts receivable to be fully collectible; accordingly,
        no
        allowance for doubtful accounts was recorded .
 
 ***Inventories***
 
 Inventories
        are valued at the lower of average cost or market. Cost is determined using
        the
        first-in, first-out method. Inventories consist of semiconductor spare and
        consumable parts.
 
 ***Property
        and Equipment***
 
 Property
        and equipment, carried at cost, is depreciated over the estimated useful
        life of
        the related assets. Depreciation is computed under the straight line method.
        The
        estimated useful lives used in computing depreciation are summarized as
        follows:
  Years
                      ofUseful LifeOffice
                    furniture
                5Computer
                    equipment
                5
 
 Maintenance
        and repairs of property and equipment are charged to operations, and major
        improvements are capitalized. Upon retirement, sale, or other disposition
        of
        property and equipment, the costs and accumulated depreciation are eliminated
        from the accounts, and any resulting gain or loss is included in
        operations.
 
 ***Revenue***
 
 The
        Company recognizes a sale when its products are shipped to the
        customer.
 
 
 ***Stock-Based
        Compensation***
 
 Effective
        on the Company’s date of inception (March 1, 2006), the Company adopted the fair
        value recognition provisions of SFAS No. 123R. On June 1, 2006, the Company
        approved a stock-based compensation plan.
 
 In
        March
        2005, the SEC issued SAB 107 providing supplemental implementation guidance
        for
        SFAS 123R. The Company will apply the provisions of SAB 107 in its adoption
        of
        SFAS 123R. As a result of adopting the fair value method for stock compensation,
        all future stock options will be expensed over the award vesting period.
        For
        stock-based awards granted on or after March 1, 2006, the Company will record
        stock-based compensation expense on a straight-line basis over the requisite
        service period. SFAS 123R requires the use of a valuation model and the Company
        has elected to utilize the Black-Scholes option pricing model to estimate
        the
        fair value of options.
  10
 
 The
        Company had stock-based compensation for the period from January 1, 2007
        through
        June 30, 2007 (Note 8).
 
 ***Goodwill***
 
 Goodwill
        of $2,224,749 represents the cost over fair value of net assets acquired
        through
        acquisitions (Note 3). In accordance with SFAS 142, goodwill and other
        indefinite lived intangible assets are no longer amortized, but are reviewed
        at
        least annually for impairment. As of June 30, 2007, the Company has deemed
        no
        impairment of goodwill for the period ended on this date.
 
 3.
        BUSINESS COMBINATIONS
 
 ***MRO
        Integrated Solutions, LLC***
 
 On
        June
        13, 2007, Conihasset Capital Partners, Inc. (the “Company”) and Thomas Melina
        (the “Seller”), President and sole shareholder of MRO Integrated Solutions, LLC
        (the “Subsidiary”), a Connecticut limited liability company that specializes in
        spares and consumable products, entered into a purchase agreement (the “Purchase
        Agreement”) for the purchase of all of the outstanding membership interests of
        the Subsidiary.
 
 On
        June
        29, 2007 (the “Closing Date”), the Company completed the purchase from the
        Seller of one hundred percent (100%) of the outstanding membership interests
        of
        the Subsidiary. In consideration for such purchase, the Company agreed, pursuant
        to arm’s length negotiations, to pay and deliver on the Closing Date a purchase
        price of $1.5 million in the form of the issuance to the Seller of 300,000
        shares of the Company’s common stock at a price of $5.00 per share, and the
        conversion by the Subsidiary of a convertible subordinated promissory note
        in
        the amount of $1.5 million held by the Company, less unamortized structuring
        fee
        of $67,000. In addition, the Seller will remain the President of the Subsidiary.
        The results of the Subsidiary’s operations have been included in the
        consolidated financial statements since that date. As a result of the
        acquisition, the Company is expected to be a leading provider in the
        semiconductor market.
 
 The
        purchase method was used to account for the acquisition, and the purchase
        price
        was allocated as follows:
  At
                  June 29, 2007Current
                  assets
              
              $
              878,595Property,
                  plant, and equipment
              
              
              31,648Goodwill
              
              
              2,224,749Total
                  assets acquired
              
              
              3,134,992Current
                  liabilities
              
              
              201,992Net
                  assets acquired
              
              $
              2,933,000
 
 The
        Purchase Agreement also contains representations, warranties, covenants and
        indemnities.
 11
  ***Selected
        Unaudited Pro Forma Financial Information***
 
 The
        unaudited pro forma financial information in the table below summarizes the
        combined results of operations of the Company for the six month period ended
        June 30, 2007 and 2006 as though the acquisition had occurred as of the
        beginning of fiscal 2007 and 2006. The unaudited pro forma financial information
        is presented for informational purposes only and is not indicative of the
        results of operations that would have been achieved if the acquisition had
        taken
        place at the beginning of the period presented, or that may result in the
        future.
 
 June
                  30,
                2007
              
              June
                  30,
                2006Revenue
              
              $
              604,164
              
              $
              68,486Costs
                  and expenses
              
              
              1,687,120
              
              
              381,917Net
                  Loss
              
              
              (1,082,956
              )
              
              (313,431
              )Diluted
                  loss per share
              
              $
              (2.28
              )
              $
              (13.69
              )
 
 
 4.
        ACCOUNTS RECEIVABLE
  At
        June
        30, 2007 and December 31, 2006, accounts receivable is comprised of the
        following:
 
 June
                  30, 2007
              
              December
                  31, 2006Trade
                  receivables
              
              $
              210,711
              
              $
              -Less:
                  Allowance for doubtful accounts
              
              
              -
              
              
              -Plus:
                  other receivables
              
              
              -
              
              
              6,891Total
              
              $
              210,711
              
              $
              6,891
 
 Credit
        is
        extended to customers only after an evaluation of the customer’s financial
        condition and generally collateral is not required.
 
 5.
        PROPERTY AND EQUIPMENT
  At
        June
        30, 2007 and December 31, 2006, property and equipment is comprised of the
        following:
 
 June
                  30, 2007
              
              December
                  31, 2006Office
                  furniture
              
              $
              2,260
              
              $
              -Computer
                  equipment
              
              
              52,467
              
              
              -Total
                  property and equipment
              
              
              54,727
              
              
              -Less:
                  accumulated depreciation
              
              
              17,216
              
              
              -Net
                  Property and equipment
              
              $
              37,511
              
              $
              -
 
 Depreciation
        expense on property and equipment amounted to $358 and $0 for the periods
        ended
        June 30, 2007 and December 31, 2006.
 
 12
  6.
        RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
 
 Effective
        January 1, 2007, the Company adopted Financial Accounting Standards Board
        Interpretation No. 48, “Accounting for Uncertainty in Income Taxes (“FIN 48”) -
        an interpretation of FASB Statement No. 109, Accounting for Income Taxes”. The
        Interpretation addresses the determination of whether tax benefits claimed
        or
        expected to be claimed on a tax return should be recorded in the financial
        statements. Under FIN 48, we may recognize the tax benefit from an uncertain
        tax
        position only if it is more likely than not that the tax position will be
        sustained on examination by the taxing authorities, based on the technical
        merits of the position. The tax benefits recognized in the financial statements
        from such a position should be measured based on the largest benefit that
        has a
        greater than fifty percent likelihood of being realized upon ultimate
        settlement. FIN 48 also provides guidance on derecognition, classification,
        interest and penalties on income taxes, accounting in interim periods and
        requires increased disclosures. At the date of adoption, and as of June 30,
        2007, the Company does not have a liability for unrecognized tax
        benefits.
 
 The
        Company files income tax returns in the U.S. federal jurisdiction and various
        states. The Company is subject to U.S. Federal or state income tax examinations
        by tax authorities for years after and including 2006. During the periods
        open
        to examination, the Company has net operating loss (“NOL”) and tax credit carry
        forwards for U.S. federal and state tax purposes. Since these NOLs and tax
        credit carry forwards may be utilized in future periods, they remain subject
        to
        examination.
  In
        February 2007, the Financial Accounting Standards Board (“FASB”) issued FASB
        Statement No. 159, “The Fair Value Option for Financial Assets and Financial
        Liabilities - Including an amendment of FASB Statement No. 115” (“FAS 159”). FAS
        159, which becomes effective for the Company on January 1, 2008, permits
        companies to choose to measure many financial instruments and certain other
        items at fair value and report unrealized gains and losses in earnings. Such
        accounting is optional and is generally to be applied instrument by instrument.
        The Company does not anticipate that election, if any, of this fair-value
        option
        will have a material effect on its financial condition, results of operations,
        cash flows or disclosures.
 
 7.
        COMMITMENTS & CONTINGENCIES
 
 ***Operating
        Lease***
 
 In
        January 2007, the Company began leasing office space pursuant to a 12 month
        Office Service Agreement (“OSA”). The term is month to month and the OSA is
        cancelable upon 30 days written notice. Monthly lease payments will be
        approximately $4,550 per month.
 
 The
        Company also has an operating facility in Shrewsbury, Massachusetts, under
        a
        four-year non-cancelable operating lease expiring on May 31, 2009. Base rent
        for
        the premises does not include real estate taxes and other operating expenses
        for
        which the company is separately liable. Annual base rent on the premises
        is
        $56,820, payable in monthly installments of $4,735 each.
 
 Future
        minimum operating lease payments at June 30, 2007 are as follows:
 
 2007
              
              $
              55,7102008
              
              
              56,8202009
              
              
              23,6752010
              
              
              02011
              
              
              02012
              
              
              0Thereafter
              
              
              0TOTAL
              
              $
              136,205
 13
  ***Capital
        Lease***
  The
        Company has a lease for warehouse equipment, and accounts for the lease as
        a
        capital lease. The following is a schedule of leased property under the capital
        lease:
 
 June
                  30, 2007Warehouse
                  Equipment
              
              $
              11,760Less
                  accumulated depreciation
              
              
              2,1569,604
  The
        following is a schedule by year of future minimum lease payments under the
        capital lease with the present value of net minimum lease payments:
 
 Total
                  minimum lease payments
              
              $
              9,184Less
                  amount representing interest
              
              
              732Present
                  value of minimum lease payments
              
              
              8,452Less
                  current maturities
              
              
              3,886Obligations
                  under capital lease, non-current maturities
              
              $
              4,566
 
 Scheduled
        maturities of future minimum lease payments at June 30, 2007 are as
        follows:
 
 2007
              
              $
              1,9052008
              
              
              4,0412009
              
              
              2,506Total
              
              $
              8,452
 
 8.
        STOCK
        PLAN
 
 The
        Company’s Stock Option Plan, “the Plan”, permits the grant of share options to
        its employees, non-employee directors, and key management for up to 2 million
        shares of common stock. The Company believes that such awards better align
        the
        interests of its management with those of its shareholders.
 
 On
        March
        15, 2007, the Company awarded stock options with an exercise price of $2.67
        per
        share to the officers of the Company. The Company’s President/Chief Executive
        Officer was awarded options to purchase 50,000 shares of common stock, the
        Executive Vice President/Chief Operating Officer was awarded options to purchase
        40,000 shares of common stock, and the Chief Financial Officer was awarded
        options to purchase 40,000 shares of common stock. Each of the options vested
        on
        the grant date of March 15, 2007.
 
 The
        fair
        value of each option award is estimated on the date of grant using the
        Black-Scholes based option valuation model that uses the assumptions in the
        following table. Currently, there is no publicly traded market for the Company’s
        securities. Therefore, the expected volatility represents the Company’s estimate
        which was based on other similar company’s past volatility in the industry and
        other factors. The expected term of options granted represents the period
        of
        time that options granted are expected to be outstanding. The risk-free rate
        for
        periods with the contractual life of the option is based on the U.S. Treasury
        yield curve in effect at the time of the grant.
 
 3/31/07Expected
                  volatility
              
              
              20
              %Expected
                  dividends
              
              
              N/AExpected
                  term (in years)
              
              
              3.5Risk-free
                  rate
              
              
              4.75
              %
 
 14
 
 A
        summary
        of option activity under the Plan as of December 31, 2006, and changes during
        the period ended June 30, 2007 is presented below:
 
 Options
              
              Shares
              
              ExercisePrice
              
              Fair
                ValueOutstanding
                  at January 1, 2007
              
              
              -
              
              
              -Granted
              
              
              130,000
              
              $
              2.67Exercised
              
              
              -
              
              
              -Forfeited
                  or Expired
              
              
              -
              
              
              -Outstanding
                  at June 30, 2007
              
              
              130,000
              
              $
              2.67
              
              $
              357,500Vested
                  at June 30, 2007
              
              
              130,000
              
              $
              2.67
              
              $
              357,500Exercisable
                  at June 30, 2007
              
              
              130,000
              
              $
              2.67
              
              $
              357,500
 
 9.
        STOCKHOLDERS’ EQUITY
 
 The
        Board
        approved an amendment to the Company’s Certificate of Incorporation to authorize
        an additional 40,000,000 shares of the Company’s common stock and an additional
        4,000,000 shares of the Company’s preferred stock. Pursuant to this amendment,
        the Company will have authorized a total of 50,000,000 shares of common stock
        and 5,000,000 shares of preferred stock. This amendment was voted on and
        approved at the annual meeting of shareholders on April 19, 2007
 
 On
        May
        16, 2007, the Company completed a private placement of 400,000 shares of
        its
        common stock and 200,000 warrants (collectively, the “Securities”) to certain
        investors (the “investors”). The securities were sold as a unit (the “units”) at
        a price of $5 per unit for aggregate proceeds of $2,000,000. Each unit consists
        of two shares of common stock and a warrant to purchase a share of common
        stock.
        The warrants are immediately exercisable at $5.50 per share and are exercisable
        at any time within three years from the date of issuance. (Note 10) The sale
        was
        made to two accredited investors directly by the Company without any general
        solicitation or broker and thus, no finder’s fees were paid.
 
 On
        May
        17, 2007 the Company sold an additional 11,000 shares of common stock and
        5,500
        warrants to the investors for aggregate proceeds of $55,000. Each unit consists
        of two shares of common stock and a warrant to purchase a share of common
        stock.
        The warrants are immediately exercisable at $5.50 per share and are exercisable
        at any time within three years from the date of issuance. (Note 10) The sale
        was
        made to three accredited investors through a selling agent. The Company paid
        $2,200 in finder’s fees on this sale.
 
 On
        June
        27, 2007, the Company issued 4,120 shares of common stock to certain members
        of
        the Board of Directors in payment of director’s fees.
 
 On
        June
        29, 2007, the Company issued 300,000 shares of common stock to Thomas Melina
        as
        partial consideration for the purchase of the Subsidiary. (Note 3)
 
 15
  10.
        STOCK
        WARRANTS
 
 The
        Company has issued 205,500 warrants to certain investors. (Note 9) The warrants
        vest on the date of issuance.
 
 A
        summary
        of warrant activity as of December 31, 2006, and changes during the period
        ended
        June 30, 2007 is presented below:
 
 Warrants
              
              Shares
              
              ExercisePrice
              
              Fair
                ValueOutstanding
                  at January 1, 2007
              
              
              -
              
              
              -Granted
              
              
              205,500
              
              $
              5.50Exercised
              
              
              -
              
              
              -Forfeited
                  or Expired
              
              
              -
              
              
              -Outstanding
                  at June 30, 2007
              
              
              205,500
              
              $
              5.50
              
              $
              184,627Vested
                  at June 30, 2007
              
              
              205,500
              
              $
              5.50
              
              $
              184,627Exercisable
                  at June 30, 2007
              
              
              205,500
              
              $
              5.50
              
              $
              184,627
 
 11.
        SUBSEQUENT EVENTS
 
 On
        July
        19, 2007, the Company and Metron Technology, Inc. (the “Seller”), a Delaware
        corporation that supports OEMs (original equipment manufacturers), semiconductor
        manufacturers and suppliers, entered into a purchase agreement (the “Purchase
        Agreement”) whereby the Company would purchase of all of the assets of the
        Seller’s North American Cleanroom Consumable Products Division (“NACCPD”).
 
 On
        July
        23, 2007 (the “Closing Date”), the Company completed the purchase from the
        Seller of all of the NACCPD assets. In consideration for such purchase, the
        Company agreed, pursuant to arm’s length negotiations, to pay and deliver on the
        Closing Date a purchase price of $1.1 million in cash allocable to the NACCPD
        assets.
 
 On
        July
        27, 2007, the Company sold an additional 10,000 shares of common stock and
        5,000
        warrants to investors for aggregate proceeds of $50,000, as part of a private
        placement. The warrants are immediately exercisable at $5.50 per share and
        are
        exercisable at any time within three years from the date of issuance. The
        sale
        was made to two accredited investors through a selling agent. The Company
        paid
        $4,000 in finder’s fees on this sale.
  16
  **Item
        2. Management’s Discussion and Analysis of Financial Condition and Results of
        Operations.**
 
 All
        statements contained herein, other than historical facts, may constitute
        “forward-looking statements.” These statements may relate to, among other
        things, future events or the Company’s future performance or financial
        condition. In some cases, you can identify forward-looking statements by
        terminology such as “may,” “might,” “believe,” “will,” “provided,” “anticipate,”
“future,” “could,” “growth,” “plan,” “intend,” “expect,” “should,” “would,”
“if,” “seek,” “possible,” “potential,” “likely” or the negative of such terms or
        comparable terminology. These forward-looking statements involve known and
        unknown risks, uncertainties and other factors that may cause the Company’s
        actual results, levels of activity, performance or achievements to be materially
        different from any future results, levels of activity, performance or
        achievements expressed or implied by such forward-looking statements. Such
        factors include, among others: (1) the future operating results as the
        Company has a limited operating history; (2) the operating results of the
        Company’s subsidiaries; (3) the Company’s contractual relationships with
        third parties; (4) the adequacy of the Company’s cash resources and working
        capital; (5) the Company’s ability to obtain future financing, if at all;
        and (6) those factors listed under the caption “Risk Factors” in Item 1A of
        this Form 10-Q. The Company cautions readers not to place undue reliance
        on any
        such forward-looking statements, which speak only as of the date made. The
        Company undertakes no obligation to publicly update or revise any
        forward-looking statements, whether as a result of new information, future
        events or otherwise, after the date of this Form 10-Q.
 
 *The
        following analysis of the Company’s financial condition and results of
        operations should be read in conjunction with the financial statements and
        the
        notes thereto contained elsewhere in this report.*
 
 **General**
  Conihasset
        Capital Partners, Inc. (“CCP”) was formed on March 1, 2006  and
        organized as an internally managed, closed-end management investment company
        that elected to be regulated as a business development company (“BDC”) under the
        Investment Company Act of 1940, as amended (the “1940 Act”).
 
 Subsequent
        to the end of the first quarter of 2007, CCP elected to withdraw its election
        to
        be treated as a BDC under the 1940 Act. This election to withdraw was voted
        on
        and approved at the annual meeting of shareholders on April 19, 2007. On
        April
        20, 2007, CCP filed a Form N-54C, which was effective upon filing, withdrawing
        its election to be treated as a BDC.
 
 Since
        withdrawing its election to be treated as a BDC, CCP has elected to pursue
        a
        strategy where it intends to create a comprehensive fabrication facility-wide
        for spare and consumable parts, services and material management business,
        offering both common consumables and competitive spares to the semiconductor
        industry. In doing so, it intends to position itself in the marketplace as
        a
        lower cost alternative to the original equipment manufacturers, or OEMs,
        in the
        semiconductor wafer fabrication spares marketplace.
 
 CCP
        now
        operates as a holding company rather than an investment company. In this
        regard,
        management intends to continue to source and pursue attractively priced
        acquisition opportunities in all types of securities of privately and publicly
        held companies that are based primarily in the United States of America.
        In
        addition, management intends to focus upon providing goods and services to
        the
        manufacturers within the semiconductor industry, specifically, the fabrication
        facilities (“Fabs”) where the semiconductors are manufactured.
  On
        June
        29, 2007, CCP acquired 100% of the outstanding membership interests in MRO
        Integrated Solutions LLC (“MROIS” or the “Subsidiary”). As a result of the
        completion of this acquisition by CCP of MROIS (collectively, the “Company”),
        MROIS became a wholly owned subsidiary of CCP.
  MROIS
        is
        headquartered in Shrewsbury, MA and purchases spare, consumable maintenance
        and
        repair parts and resells them directly to semiconductor Fabs. The company
        is
        currently supplying customers such as Intel, Cray Research, Applied Materials,
        Intersil and others.
  17
 
 The
        Company remains subject to all of the business risks and uncertainties
        associated with any new business, including the risk that it will not achieve
        its business objectives and that the value of its securities could decline
        substantially.
 
 **The
        Semiconductor Equipment and Materials Industry**
 
 There
        are
        approximately 1000 Fabs across the globe. In 2006, the semiconductor industry
        generated nearly $250 billion in microchip sales. The spares and consumable
        parts and materials management segment (“Spares”) is a critical but overlooked
        segment of this industry which accounts for approximately $3 billion in annual
        revenues **.** While
        the
        industry does have a history of cyclicality, industry analysts forecast that
        the
        industry is now entering into a 3-5 year period of overall industry growth
        that
        is expected to reach between 10% and 15% annually. Leading this period of
        growth
        is an unprecedented expansion and construction of new Fabs.
 
 In
        2006,
        new Fab construction reached an all-time high. According to Strategic Marketing
        Associates, (“SMA”) a highly regarded semiconductor industry research group
        which publishes a quarterly and annual Fab report, this new construction
        will
        result in a record level of available capacity utilization and production
        beginning in 2007. SMA's latest report details that during 2006 the 36 new
        Fabs
        that were either completed or in construction cost an aggregate of approximately
        $56 billion when fully equipped. Twenty five of these new Fabs have been
        constructed solely to produce 300mm compatible products.
 
 While
        growth of this nature may initially spur fears of overcapacity, it is important
        to note that according to SMA this growth is being driven by increasing demand
        for 300mm products in displays, which include flat panel TVs, TFT-LCD display
        for notebooks, and TFT-LCD monitors. As a result, SMA forecasts shipment
        of
        displays utilizing 300mm products to increase from 267.1 million units in
        2006
        to 487.4 million units in 2009 representing a compound annual growth rate
        of
        22%. Also, SMA predicts that legacy Fabs producing 8” and other traditional
        products will experience a growth of 9%-11% annually through 2010.
  **MRO
        Integrated Solutions, LLC**
  **(A
        wholly owned subsidiary)**
  MROIS
        is
        headquartered in Shrewsbury, MA and purchases spare, consumable maintenance
        and
        repair parts and resells them directly to semiconductor fabrication facilities.
        The company is currently supplying customers such as Intel, Cray Research,
        Applied Materials, Intersil and others.
  On
        November 14, 2006, CCP purchased a convertible subordinated promissory note
        in
        the amount of $1,500,000 from MROIS. The interest rate on the note was 5%
        per
        annum and was due on November 15, 2011. Upon the purchase of the note, CCP
        was
        paid a structuring fee of 6% of the gross amount of the note. The note was
        convertible into 50% of the total outstanding membership units of
        MROIS.
 
 On
        June
        13, 2007, CCP and Thomas J. Melina, the President and sole shareholder of
        MROIS
        at the time, entered into a purchase agreement for the purchase of all of
        the
        outstanding membership interests of the Subsidiary.
 
 On
        June
        29, 2007, the Company completed the purchase of one hundred percent (100%)
        of
        the outstanding membership interests of MROIS. In consideration for such
        purchase, the Company agreed, pursuant to arm’s length negotiations, to pay and
        deliver a purchase price of $1.5 million in the form of the issuance to Mr.
        Melina of 300,000 shares of the Company’s common stock at a price of $5.00 per
        share, and the conversion by MROIS of a convertible subordinated promissory
        note
        in the amount of $1.5 million held by the Company, less unamortized structuring
        fee of $67,000. As part of this transaction, the seller, Mr. Melina agreed
        to
        serve as the President of MROIS.
 18
  **RESULTS
        OF OPERATIONS**
 
 We
        were
        formed on March 1, 2006 and had minimal operations until we began substantive
        investment activity in November 2006. From November 2006 through June 30,
        2007,
        the Company’s principal activity was investing in the debt and equity securities
        of small manufacturing, service and distribution companies.
 
 **Investment
        Income**
 
 For
        the
        three month period ending June 30, 2007, the Company generated total revenues
        of
        $13,291. For the same period a year earlier, the Company generated total
        revenue
        of $1,160. For the three month period ending June 30, 2007, total Investment
        Income was $9,667. In addition, we received $3,624 in interest from our cash
        and
        cash equivalents.
 
 **Operating
        Expenses**
 
 Operating
        expenses for the three month period ending June 30, 2007 were $221,911. For
        the
        similar period ending on June 30, 2006, the Company incurred a total of $6,483
        in operating expenses, all of which were classified as organizational expenses
        that had been accrued during the Company’s formation period.
 
 During
        the three month period ending June 30, 2007, operating expenses consisted
        of
        officer salaries and related payroll taxes of $114,699, professional fees
        of
        $29,728, and general and administrative expenses of $77,484.
 
 **Net
        Decrease in Net Assets from Operations**
 
 As
        of
        June 30, 2007, net asset value/stockholders equity was $4,665,045, an increase
        of 341% from $1,059, 034 as of December 31, 2006. This increase is attributable
        to the sale of 721,120 shares of the Company’s common stock totaling $3,605,600.
        All sales of common stock during all relevant periods were at $5.00 per
        share.
 
 **LIQUIDITY
        AND CAPITAL RESOURCES**
 
 CCP
        commenced operations on March 31, 2006 and until June 29, 2007 had one
        investment when we acquired 100% of the issued and outstanding membership
        interests in our sole investment. During the three months ended June 30,
        2007,
        the operating income was $13,291.
        For the same period a year earlier CCP had operating income of $1,160. For
        the
        three month periods ending June 30, 2007, and June 30, 2006, total investment
        income was $9,667 and $1,160, respectively. In addition, we received $3,624
        in
        interest received from our cash and cash equivalents for the three months
        ended
        June 30, 2007.
 
 As
        of
        June 30, 2007, the Company had cash and cash equivalents of $1,848,309, accounts
        receivable of $210,711 and inventory of $305,614. This provides us with net
        working capital of $1,911,696.
 
 Our
        primary source of capital has been from the sale of our equity securities.
        During the three months ended June 30, 2007 we sold 411,000 shares of our
        equity
        securities at $5.00 per share for a total of $2,055,000.
  We
        expect
        to continue to raise capital from the sale of our equity securities. On July
        27,
        2007, the Company retained the services of Canaccord Adams, Inc. (“Canaccord”) a
        NASD registered broker/dealer to act as its exclusive financial advisor and
        agent to affect the sale of up to $10,000,000 in its equity securities.
        Canaccord is an industry leading investment bank whose primary focus is in
        small
        cap and micro cap technology and technology related industries. In 2005,
        Canaccord’s 80 capital markets professionals in the United States of America
        raised over $3.2 billion in 130 investment banking transactions. Under the
        terms
        of the investment banking agreement executed between the Company and Canaccord,
        the Company has agreed to pay Canaccord a cash success fee 7% of the gross
        proceeds raised and warrants to purchase common stock in the amount of 3%
        of the
        total amount raised. In addition, upon execution of the engagement agreement,
        the Company paid Canaccord a retainer of $50,000 which is to be credited
        against
        the cash success fee.
  We
        expect
        our cash on hand, the additional sale of our equity securities, borrowings
        under
        future debt agreements and cash generated from operations and, to a lesser
        extent, the temporary investments of cash in U.S. government securities and
        other high-quality debt investments that mature in one year or less, will
        be
        adequate to meet our cash needs at our current level of operations. Our primary
        use of funds will be for acquisitions consistent with our business strategy
        and
        focus on the semiconductor spare and consumable parts industry. In order
        to
        finance these acquisitions, we intend to use cash on hand as well as raise
        additional capital through the sale of our equity securities.
  19
  The
        Company currently has minimal income from operations and in all likelihood
        will
        be required to make future expenditures in connection with its acquisition
        efforts along with general administrative expenses.
  **SUBSEQUENT
        EVENTS**
  1.  On
        July
        16, 2007, the Company appointed John Sniegowski to serve as the Executive
        Vice
        President and Chief Operating Officer of MROIS, the wholly owned Subsidiary
        of
        the Company, pursuant to his acceptance of the Company’s offer of employment
        (“Employment Agreement”).
 
 Prior
        to
        joining the Company, Mr. Sniegowski worked in the semiconductor industry
        for
        over 23 years. From the end of 2004 to 2007, he served as a Senior Manager
        with
        Applied Materials, Inc., which develops, manufactures, markets and services
        fabrication equipment for the semiconductor industry, with responsibility
        as a
        Spares Global Product Manager.  Mr. Sniegowski served as Director of
        Materials, Spares and Logistics for Metron Technology, Inc., which supports
        OEMs
        (original equipment manufacturers), semiconductor manufacturers and suppliers,
        from the beginning of 2004 until the end of 2004 when Metron was acquired
        by
        Applied Materials. From 2001 to 2004, he was employed by Praxair Electronics,
        a
        division of Praxair, Inc., which provides the global semiconductor industry
        with process consumables, consumables' on-site services, and spare-parts
        logistics services, where he served as Global Executive Account Manager.
        From
        1999 to 2001, Mr. Sniegowski served as General Manager for Logistic Supply
        Company, LLC (“LSC”) until 2001 when Praxair acquired LSC. Mr. Sniegowski holds
        an MBA from Embry Riddle Aeronautical University and graduated with Honors
        from
        the University of Florida with a degree in Chemical Engineering.
 
 Under
        the
        Employment Agreement, Mr. Sniegowski’s annual base compensation is $170,000 and
        his targeted bonus potential is 50% of annual base compensation. In conjunction
        with his employment, Mr. Sniegowski was granted options to purchase 40,000
        shares of the Company's common stock. Mr. Sniegowski’s options have a five-year
        term and vest annually over a three-year period.
 
 2.  On
        July
        19, 2007, the Company, MROIS, the Company’s wholly-owned subsidiary (the
“Purchaser” or “Subsidiary”) and Metron Technology, Inc. (the “Seller”), a
        Delaware corporation that supports OEMs (original equipment manufacturers),
        semiconductor manufacturers and suppliers, entered into a purchase agreement
        (the “Purchase Agreement”) whereby the Purchaser would purchase all of the
        assets of the Seller’s North American Cleanroom Consumable Products Division
        (“NACCPD”).
 
 On
        July
        23, 2007 (the “Closing Date”), the Purchaser completed the purchase from the
        Seller of all of the NACCPD assets. In consideration for such purchase, the
        Purchaser agreed, pursuant to arm’s length negotiations, to pay and deliver on
        the Closing Date a purchase price of $1.1 million in cash and the assumption
        of
        certain liabilities allocable to the NACCPD assets. The Purchase Agreement
        also
        contains representations, warranties, covenants and indemnities.
 
 3.  On
        July
        24, 2007, the Company re-appointed Richard D. Bailey to serve as the President
        and Chief Executive Officer of the Company and Thomas Melina as President
        of the
        Subsidiary pursuant to each officer’s acceptance of the offer and terms of his
        employment with the Company (each an “Employment Agreement”).
 
 Under
        his
        Employment Agreement, Mr. Bailey’s annual base compensation is $198,875 and his
        targeted bonus potential is 100% of annual base compensation. In conjunction
        with the signing of his Employment Agreement and in recognition for his service
        to the Company since its inception, Mr. Bailey was granted 40,000 shares
        of the
        Company's common stock.
  20
 
 Under
        Mr.
        Melina’s Employment Agreement, Mr. Melina will receive an annual base
        compensation is $185,000 and his targeted bonus potential is 75% of annual
        base
        compensation. Mr. Melina is president and founder of the Subsidiary.
 
 Prior
        to
        founding the Subsidiary, Mr. Melina was President and owner of CSF Technology
        LLC, a product and service provider to semiconductor fabricators, from 1982
        to
        2001. In 2001, Praxair, Inc., which provides the global semiconductor industry
        with process consumables, consumables' on-site services, and spare-parts
        logistics services, purchased CSF in an all cash transaction, and Mr. Melina
        remained with Praxair until 2004. In early 2005, Mr. Melina formed the
        Subsidiary to provide similar services and products to multiple markets.
        Mr.
        Melina received his Bachelor of Arts from the University of Cincinnati and
        has
        been a contributing member of SEMATECH and other technology
        associations.
 
 4.  On
        July
        27, 2007 the Company retained the services of Canaccord Adams, Inc a NASD
        registered broker/dealer, (“Canaccord”) to act as its exclusive financial
        advisor and agent to affect the sale of up to $10,000,000 in its equity
        securities. Canaccord is an industry leading investment bank whose primary
        focus
        is in small cap and micro cap technology and technology related industries.
        In
        2005, Canaccord’s 80 capital markets professionals in the United States of
        America raised over $3.2 billion in 130 investment banking transactions.
        Under
        the terms of the investment banking agreement executed between the Company
        and
        Canaccord, the Company has agreed to pay Canaccord a cash success fee 7%
        of the
        gross proceeds raised and warrants to purchase common stock in the amount
        of 3%
        of the total amount raised. In addition, upon execution of the engagement
        agreement the Company paid Canaccord a retainer of $50,000 which is to be
        credited against the cash success fee.
 
 5.  On
        July
        27, 2007, the Company sold an additional 10,000 shares of common stock and
        5,000
        warrants to investors for aggregate proceeds of $50,000, as part of a private
        placement. The warrants are immediately exercisable at $5.50 per share and
        are
        exercisable at any time within three years from the date of issuance. The
        sale
        was made to 2 accredited investors through a selling agent. The Company paid
        $4,000 in finder’s fees on this sale.
 
 **Item
        3. Quantitative and Qualitative Disclosures about Market
        Risk.**
  The
        Company intends to invest in small companies, and its investments in these
        companies are considered speculative in nature. The Company’s investments will
        often include securities that are subject to legal or contractual restrictions
        on resale that adversely affect the liquidity and marketability of such
        securities. As a result, the Company is subject to risk of loss which may
        prevent its shareholders from achieving price appreciation, dividend
        distributions and return of capital. The key risks the Company faces are
        market
        risk and equity risk.
  The
        Company considers the principal type of market risk to be fluctuations in
        interest rates. The Company considers the management of risk essential to
        conducting its businesses. Accordingly, the Company’s risk management systems
        and procedures are designed to identify and analyze risks, to set appropriate
        policies and limits and to continually monitor these risks and limits by
        means
        of reliable administrative and information systems and other policies and
        programs.
  Equity
        price risk arises from exposure to securities that represent an ownership
        interest in the Company’s portfolio companies. The value of the Company’s equity
        securities and other investments are based on quoted market prices or the
        Board
        of Directors’ good faith determination of their fair value (which is based, in
        part, on quoted market prices). Market prices of common equity securities,
        in
        general, are subject to fluctuations, which could cause the amount to be
        realized upon sale or exercise of the instruments to differ significantly
        from
        the current reported value. The fluctuations may result from perceived changes
        in the underlying economic characteristics of its portfolio companies, the
        relative price of alternative investments, general market conditions and
        supply
        and demand imbalances for a particular security.
  21
 **Item 4.
        Controls and Procedures.**
 
 (a)
            As
                of the end of the period covered by this quarterly report on
                Form 10-Q, the chief executive officer (the “CEO”) and the chief
                financial officer (the “CFO”) conducted an evaluation of the Company’s
                disclosure controls and procedures (as defined in Rules 13a-15 and
                15d-15 of the Securities Exchange Act of 1934, as amended). Based
                upon
                this evaluation, the Company’s CEO and CFO concluded that its disclosure
                controls and procedures are effective in alerting them in a timely
                manner
                of any material information relating to the Company that is required
                to be
                disclosed by the Company in the reports it files or submits under
                the
                Securities Exchange Act of 1934. 
 (b)
            There
                have been no changes in the Company’s internal control over financial
                reporting that occurred during the quarter ended June 30, 2007, that
                have
                materially affected, or are reasonably likely to materially affect,
                its
                internal control over financial
                reporting.  22
 **Part II.
        Other Information**
 
 **Item
        1. Legal Proceedings.**
 
 The
        Company is not currently subject to any material legal proceeding, nor, to
        its
        knowledge, is any material legal proceeding threatened against the Company.
 
 **Item
        1A. Risk Factors.**
  **This
        report includes or incorporates forward-looking statements that involve
        substantial risks and uncertainties and fall within the meaning of
        Section 27A of the Securities Act of 1933 and Section 21E of the
        Securities Exchange Act of 1934. You can identify these forward-looking
        statements by our use of the words “believes,” “anticipates,” “plans,”
“expects,” “may,” “will,” “would,” “intends,” “estimates,” and similar
        expressions, whether in the negative or affirmative. We cannot guarantee
        that we
        actually will achieve these plans, intentions or expectations. Actual results
        or
        events could differ materially from the plans, intentions and expectations
        disclosed in the forward-looking statements we make. We have included important
        factors in the cautionary statements that we believe could cause our actual
        results to differ materially from the forward-looking statements that we
        make.
        We do not assume any obligation to update any forward-looking statement we
        make.**
  Investing
        in the Company’s common stock involves a number of significant risks. The
        Company cannot assure you that it will achieve its investment objective.
        You
        should consider carefully the risks described below and all other information
        contained in this filing.
  ***The
        Company has a limited operating history and investing in the Company’s shares
        may involve an above average degree of risk.***
  The
        Company was incorporated on March 1, 2006 and commenced operations approximately
        one year ago. In addition, the Company recently changed its business plan
        to
        focus on being a spare and consumable parts provider for the semi-conductor
        industry. As a result, the Company has very limited financial information
        on
        which you can evaluate an investment in the Company. The Company is also
        subject
        to all of the business risks and uncertainties associated with any new business,
        including the risks that it will not achieve its investment objective and
        that
        the value of your investment could decline substantially. Therefore, an
        investment in its shares may not be suitable for someone with lower risk
        tolerance.
  ***Our
        sole market is the highly cyclical semiconductor industry, which can cause
        a
        cyclical impact on our financial results.***
  We
        sell
        spare and consumable parts for the capital equipment and machinery that designs,
        manufactures, assembles, and test semiconductor devices. The semiconductor
        industry is highly cyclical, which could cause a cyclical impact on our
        financial results. In fiscal 2006, the industry entered what many analysts
        believe to be period of industry wide growth. However, we did not enter this
        industry until June 2007 when we acquired 100% of the issued and outstanding
        stock of MROIS. In addition, our acquisition of certain assets of the North
        American Consumable Products division of Applied Materials on July 23, 2007
        may
        have come at a time when it may be too late to take advantage of this growth
        period and we may not be able to capitalize on the industry expansion. This
        could result in serious negative consequences to our business plan. A failure
        to
        expand the business we have acquired during the current upturn in the industry
        business may hamper our ability to meet customer demand and delivery
        requirements. Conversely, our failure to properly contract our operations
        in
        cycle downturns at a pace consistent with cycles in the industry could have
        an
        adverse effect on our business.
  Any
        significant downturn in the markets for our customers’ semiconductor
        manufacturing or in general economic conditions would likely result in a
        reduction in demand for our products and would hurt our business. Downturns
        in
        semiconductor manufacturing have been characterized by diminished product
        demand, excess production capacity, accelerated erosion of selling prices
        and
        excessive inventory levels. We believe the markets for newer generations
        of
        devices will also experience similar characteristics. Our market is also
        characterized by rapid technological change and changes in customer demand.
        In
        the past, we have experienced delays in commitments, delays in collecting
        accounts receivable and significant declines in demand for our products during
        these downturns. As a result, we cannot be certain that we will be able to
        maintain or exceed our current level of sales.
  23
  Additionally,
        as a supplier in spare and consumable parts, in times of industry downturn
        our
        revenue is driven by the need of our customers to produce larger volumes
        of
        semiconductor wafers at reduced prices to the electronic device and appliance
        manufacturers. Because a high proportion of our costs are fixed, we are limited
        in our ability to reduce expenses and inventory purchases quickly in response
        to
        decreases in orders and revenues. In a contraction environment, we may not
        be
        able to reduce our significant fixed costs, such as continued investment
        in
        research and development, capital equipment requirements and materials purchases
        from our suppliers.
  ***The
        market for semiconductors is highly concentrated, and we have limited
        opportunities to sell our products.***
  The
        semiconductor industry is highly concentrated and is dominated by a small
        number
        of global companies with semiconductor manufacturing fabrication facilities
        around the globe. A small number of semiconductor fabricators account for
        a
        substantial portion of the revenues for the companies we currently own, as
        well
        as the companies we would like to acquire. In addition, our customers may
        cancel
        orders with few or no penalties. If a major customer reduces orders for any
        reason, our revenues, operating results, and financial condition may be
        negatively affected.
  Our
        ability to increase our sales will be partly dependent on our ability to
        obtain
        orders from new customers. Semiconductor manufacturers select a particular
        vendor’s spare and consumable supply program based upon the price and delivery
        capabilities of the vendor as compared to much larger companies offering
        substantially the same products and inventory management programs. Once a
        manufacturer has selected a vendor for a particular fabrication facility,
        that
        manufacturer is more likely to purchase additional spare and consumable parts
        and supplies from that vendor. Therefore, the opportunities to obtain orders
        from new customers may be limited.
  ***Our
        sales and operating results may fluctuate significantly from period to period,
        including from one quarter to another.***
  Our
        quarterly and annual operating results may be effected by a wide variety
        of
        factors that could adversely affect sales or profitability or lead to
        significant variability in our operating results or our stock price. This
        may be
        caused by a combination of factors, including the following:
   •
              
              order
                  cancellations by customers;
  •
              
              lower
                  gross margins in any particular period due to changes
                  in:
  •
              
              our
                  product mix,
  •
              
              the
                  configurations of test systems
                  sold,
  •
              
              the
                  customers to whom we sell these systems,
                  or
  •
              
              volume.
  •
              
              a
                  long sales cycle, due to the high selling price of our test systems,
                  the
                  significant investment made by
                our
                  customers, and the time required to incorporate our systems into
                  our
                  customers’ design or
                manufacturing
                  process; and
  •
              
              changes
                  in the timing of product orders due
                  to:
  •
              
              unexpected
                  delays in the introduction of products by our
                  customers,
  •
              
              shorter
                  than expected lifecycles of our customers’ semiconductor
                  devices,
  •
              
              uncertain
                  market acceptance of products developed by our customers,
                  or
  •
              
              our
                  research and development.
   24
  We
        cannot
        predict the impact of these and other factors on our sales and operating
        results
        in any future period. Results of operations in any period, therefore, should
        not
        be considered indicative of the results to be expected for any future period.
        Because of this difficulty in predicting future performance, our operating
        results may fall below expectations of securities analysts or investors in
        some
        future quarter or quarters. Our failure to meet these expectations would
        likely
        adversely affect the market price of our common stock.
  ***Future
        acquisitions may be difficult to integrate, disrupt our business, dilute
        stockholder value or divert management attention.***
  We
        have
        in the past, and may in the future, acquire or invest in additional
        complementary businesses, products, technologies or engineers. We may have
        to
        issue debt or equity securities to pay for future acquisitions, which could
        be
        dilutive to the then current stockholders. We have also incurred and may
        continue to incur certain liabilities or other expenses in connection with
        acquisitions, which could continue to materially adversely affect our business,
        financial condition and results of operations.
  Mergers
        and acquisitions of high-technology companies are inherently risky, and no
        assurance can be given that future acquisitions will be successful and will
        not
        materially adversely affect our business, operating results or financial
        condition. Our past and future acquisitions may involve many risks,
        including:
  •
              
              difficulties
                  in managing our growth following
                  acquisitions;
  •
              
              difficulties
                  in the integration of the acquired personnel, operations, technologies,
                  products and systems
                of
                  the acquired companies;
  •
              
              uncertainties
                  concerning the intellectual property rights we purport to
                  acquire;
  •
              
              unanticipated
                  costs or liabilities associated with the
                  acquisitions;
  •
              
              diversion
                  of management’s attention from other business
                  concerns;
  •
              
              adverse
                  effects on our existing business relationships with our or our
                  acquired
                  companies’ customers;
  •
              
              potential
                  difficulties in completing projects associated with purchased in
                  process
                  research and development;
                and
  •
              
              inability
                  to retain employees of acquired
                  companies.
  Any
        of
        the events described above could have an adverse effect on our business,
        financial condition and results of operations and could cause the price of
        our
        common stock to decline.
  ***We
        may not be able to deliver custom vendor managed inventory options to satisfy
        specific customer needs in a timely manner.***
  We
        must
        develop and deliver customized vendor managed inventory (“VMI”) programs to meet
        our customers’ specific requirements. Our programs may fail to meet our
        customers’ technical or cost requirements and may be replaced by competitors’
equipment or an alternative technology solution. Our inability to provide
        a test
        system that meets requested performance criteria, when required by a device
        manufacturer, would severely damage our reputation with that customer. This
        loss
        of reputation may make it substantially more difficult for us to sell test
        systems to that manufacturer for a number of years. We have, in the past,
        experienced delays in introducing some of our products and
        enhancements.
  ***Our
        market is highly competitive, and we have limited resources to
        compete.***
  Our
        industry is highly competitive in all areas of the world. Many other domestic
        and foreign companies participate in the markets for each of our products.
        Many
        of our larger competitors have substantially greater financial resources
        and
        more extensive engineering, manufacturing, marketing, and customer support
        capabilities.
  25
  We
        expect
        our competitors to enhance their current products and to introduce new products
        with comparable or better price and performance. The introduction of competing
        products could hurt sales of our current and future products. In addition,
        new
        competitors, including semiconductor manufacturers themselves, may offer
        new
        technologies, which may in turn reduce the value of our product lines. Increased
        competition could lead to intensified price-based competition, which may
        hurt
        our business and results of operations. Unless we are able to invest significant
        financial resources in developing products and maintaining customer support
        centers worldwide, we may not be able to compete effectively.
  ***We
        may need additional financing, which could be difficult to obtain, in which
        case
        we may not be able to pay our debt and other
        obligations.***
  We
        expect
        that our existing cash and marketable securities, and borrowings from available
        bank financings, will be sufficient to meet our cash requirements to fund
        operations and expected capital expenditures for the foreseeable future.
        In the
        event we may need to raise additional funds, we cannot be certain that we
        will
        be able to obtain such additional financing on favorable terms, if at all.
        Further, if we issue additional equity securities, stockholders may experience
        additional dilution or the new equity securities may have rights, preferences
        or
        privileges senior to those of existing holders of common stock. Future
        financings may place restrictions on how we operate our business. If we cannot
        raise funds on acceptable terms, if and when needed, we may not be able to
        develop or enhance our products and services, take advantage of future
        opportunities, grow our business or respond to competitive pressures, which
        could seriously harm our business. In addition, if our cash flow is inadequate
        to meet our obligations, we could face substantial liquidity problems.
 
  ***The
        Company is dependent upon its key investment personnel for its future
        success.***
  The
        Company depends on the diligence, skill and network of business contacts
        of the
        investment professionals it employs for the sourcing, evaluation, negotiation,
        structuring and monitoring of its investments. The Company’s future success will
        also depend, to a significant extent, on the continued service and coordination
        of its senior management team, particularly, Richard
        D. Bailey, its President and Chief Executive Officer. In addition, we depend
        heavily upon the continued service of Thomas J. Melina and John Sniegowski
        the
        President and Chief Operating Officers, respectively, of our operating
        subsidiary MROIS. If Mr. Bailey, Mr. Melina or Mr. Sniegowski were
        to leave
        the Company, it could have a material adverse effect on the Company’s ability to
        achieve its business plan objective.
  ***The
        Company’s board of directors may change its operating policies and strategies
        without prior notice or stockholder approval, the effects of which may be
        adverse.***
  The
        Company’s board of directors has the authority to modify or waive its current
        operating policies and strategies without prior notice and without stockholder
        approval. The Company cannot predict the effect any changes to its current
        operating policies and strategies would have on its business, operating results
        and value of its stock. However, the effects might be adverse, which could
        negatively impact the Company’s ability to pay dividends and cause investors to
        lose part or all of their investment.
  ***There
        is a risk that you may not receive dividends or that the Company’s dividends may
        not grow over time.***
  Although
        the Company has not paid any dividends to date, the Company intends to make
        distributions on a quarterly basis to its stockholders. The Company cannot
        assure you that it will achieve investment results that will allow the Company
        to make a specified level of cash distributions or year-to-year increases
        in
        cash distributions.
  ***Our
        three largest stockholders have significant influence over our management
        and
        affairs.***
  Our
        three
        largest shareholders, Hummingbird MicroCap Value fund and Hummingbird Value
        Fund
        (the “Hummingbird Funds”), and Thomas Melina collectively own approximately 55%
        and 28% of our common stock, respectively. The Hummingbird Funds are managed
        by
        Hummingbird Capital Management. Additionally, Paul D. Sonkin, the Managing
        Member of Hummingbird Capital Management and the Hummingbird Funds, is a
        member
        of our Board and a member of the Investment Committee of the Board. In addition,
        Mr. Melina is the President of the Company’s wholly owned subsidiary, MROIS. As
        a result, Mr. Sonkin and Mr. Melina may be able to exert influence over our
        management and policies. The Hummingbird Funds may also acquire additional
        shares of our equity securities in the future. This concentration of ownership
        may also have the effect, of delaying, preventing or deterring a change of
        control of our company, could deprive our stockholders of an opportunity
        to
        receive a premium for their common stock as part of a sale of our company
        and
        might ultimately affect the market price of our common stock.
 
 26
  ***There
        is currently no trading market for our common stock.***
  There
        is
        currently no trading market for our common stock and there is no guarantee
        that
        one will ever develop. Although, we have filed an application to list our
        common
        shares with the FINRA (the Financial Industry Regulatory Authority, formerly
        the
        NASD) for resale, there is no guarantee that such application will be successful
        which could severely limit any potential future market in our
        shares.
  ***Terrorist
        attacks and other acts of violence or war may affect any market for the
        Company’s common stock, impact the businesses in which the Company invests and
        harm its operations and its profitability.***
  Terrorist
        attacks may harm the Company’s or its subsidiaries’ results of operations and
        your investment. The Company cannot assure you that there will not be further
        terrorist attacks against the United States or United States businesses.
        Such
        attacks or armed conflicts in the United States or elsewhere may impact the
        businesses in which the Company acquires directly or indirectly, by undermining
        economic conditions in the United States. Losses resulting from terrorist
        attacks are generally uninsurable.
  ***Certain
        provisions of the Company’s certificate of incorporation and bylaws as well as
        the Delaware General Corporation Law could deter takeover attempts and have
        an
        adverse impact on the price of the Company’s common
        stock.***
  The
        Company’s certificate of incorporation and bylaws as well as the Delaware
        General Corporation Law contain provisions that may have the effect of
        discouraging a third party from making an acquisition proposal for the Company.
        These anti-takeover provisions may inhibit a change in control in circumstances
        that could give the holders of its common stock the opportunity to realize
        a
        premium over the market price for its common stock.
  **Item 2.
        Unregistered Sales of Equity Securities and Use of
        Proceeds.**
 
 On
        May
        16, 2007, the Company completed a private placement of 400,000 shares of
        its
        common stock and 200,000 warrants (collectively, the “Securities”) to certain
        investors (the “investors”). The securities were sold as a unit (the “units”) at
        a price of $5 per unit for aggregate proceeds of $2,000,000. Each unit consists
        of two shares of common stock and a warrant to purchase a share of common
        stock.
        The warrants are immediately exercisable at $5.50 per share and are exercisable
        at any time within three years from the date of issuance. The sale was made
        to two accredited investors directly by the Company without any general
        solicitation or broker and thus, no finder’s fees were paid. These securities
        were issued in reliance upon applicable exemptions from registration under
        Section 4(2) of the Securities Act of 1933, as amended (the “1933
        Act”).
 
 On
        May
        17, 2007 the Company sold an additional 11,000 shares of common stock and
        5,500
        warrants to the investors for aggregate proceeds of $55,000. Each unit consists
        of two shares of common stock and a warrant to purchase a share of common
        stock.
        The warrants are immediately exercisable at $5.50 per share and are exercisable
        at any time within three years from the date of issuance. The sale of units
        was
        made to three accredited investors through a selling agent. The Company paid
        $2,200 in finder’s fees on this sale. These securities were issued in reliance
        upon applicable exemptions from registration under Section 4(2) of the 1933
        Act.
 
 On
        June
        27, 2007, the Company issued 4,120 shares of common stock to certain members
        of
        the Board of Directors in payment of director’s fees. These securities were
        issued pursuant to the Company’s compensation plan.
 
 On
        June
        29, 2007, the Company issued 300,000 shares of common stock to Thomas Melina
        as
        partial consideration for the purchase of the Subsidiary. These securities
        were
        issued in reliance upon applicable exemptions from registration under Section
        4(2) of the 1933 Act.
  27
  **Item
        3. Defaults upon Senior Securities.**
 
 Not applicable.
 
 **Item
        4. Submission of Matters to a Vote of Security Holders.**
 
 The
        Company’s annual meeting of stockholders was held on April 19, 2007. At the
        meeting:
 
 1.
              the
                  seven nominees named in the Company’s 2007 proxy statement, Lawrence M.
                  Lipsher, Bradley J. Hoecker, F. David Clarke III, Jerry E. Julian,
                  Richard
                  D. Bailey, Andrew J. Cahill and Paul D. Sonkin, were elected to
                  the Board
                  of Directors of the Company for a one-year
                  term;
 
 2.
              an
                  amendment to the Company’s Certificate of Incorporation to eliminate
                  director classes was approved;
  3.
              an
                  amendment to the Company’s Certificate of Incorporation to authorize an
                  additional 40,000,000 shares of the Company’s common stock and an
                  additional 4,000,000 shares of the Company’s preferred stock was
                  approved;
  4.
              the
                  Company withdrawal of its election to be treated as a business
                  development
                  company under the 1940 Act was authorized; and
  5.
              the
                  selection of Friedman LLP as the independent auditors of the Company
                  for
                  the fiscal year ended December 31, 2007 was ratified.
  Each
        of
        the matters listed above was unanimously approved by the 368,540 shares
        outstanding on the date set for determining stockholders entitled to notice
        of
        and a vote at the annual meeting.
 
 **Item
        5. Other Information.**
 
 Not applicable
 
 **Item 6.
        Exhibits.**
 
  (a)*Exhibits*
  3.1
              Certificate
                  of Incorporation of the Company filed with the Delaware Secretary
                  of State
                  on March 1, 2006*3.2
              By-laws
                  of the Company*10
              Stock
                  Agreement between Conihasset Capital Partners, Inc. and Conihasset
                  Partners, LLC*31.1
              Certification
                  of the Chief Executive Officer pursuant to Section 302 of the
                  Sarbanes-Oxley Act of 200231.2
              Certification
                  of the Chief Financial Officer pursuant to Section 302 of the
                  Sarbanes-Oxley Act of 200232.1
              Certification
                  of the Chief Executive Officer pursuant to Section 906 of the
                  Sarbanes-Oxley Act of 200232.2
              Certification
                  of the Chief Financial Officer pursuant to Section 906 of the
                  Sarbanes-Oxley Act of 2002
 *  Incorporated
        herein by reference to the Registration Statement on Form 10 filed on May
        19,
        2006.
  28
 **SIGNATURES**
  Pursuant
        to the requirements of the Securities Exchange Act of 1934, the Registrant
        has
        caused this report to be signed by the undersigned, thereunto duly
        authorized.
  Conihasset
                  Capital Partners, Inc.Date:
                August 14, 2007
              
              /s/ Richard
                D. BaileyRichard
                  D. BaileyPresident
                and
                Chief Executive Officer.
  Conihasset
                  Capital Partners, Inc.Date:
                August 14, 2007
              
              /s/
                  Keith D. LoweyKeith
                  D. LoweyAssistant
                  Secretary and Chief Financial
                  Officer.


29