SECURITIES AND EXCHANGE COMMISSION
              Washington, D.C.  20549

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

          For the quarterly period ended
                   June 30, 2001
or

[  ] TRANSITION REPORT PURSUANT TO SECTION 13 OR
     15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
     For the transition period from   to

         Commission file number    0-26411

                BOROUGH CORPORATION
   (Exact name of registrant as specified in its
charter)

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

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

                202/387-5400
   (Registrant's telephone number, including area
code)

Indicate by check mark whether the registrant (1)
filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act of 1934
during the last 12 months (or for such shorter
period that the registrant was required to file
such reports), and (2) has been subject to such
filing requirements for the past 90 days.

Yes   X                  No

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

Class                Outstanding at June 30, 2001

Common Stock,
par value $0.0001                5,000,000


            PART I -- FINANCIAL INFORMATION


ITEM 1.  FINANCIAL STATEMENTS

                BOROUGH CORPORATION
           (A Development Stage Company)
                As of June 30, 2001
                    (Unaudited)
<TABLE>
<CAPTION>
                       ASSETS

<S>
                                <C>
Cash
                                  $  500
                                   --------
TOTAL ASSETS
                                   $ 500

                                   ========

LIABILITIES AND STOCKHOLDER'S EQUITY

LIABILITIES
                                   $  -
                                    -------
STOCKHOLDER'S EQUITY

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

Total Stockholder's Equity           500
                                   -------

TOTAL LIABILITIES AND
   STOCKHOLDER'S EQUITY            $ 500
                                   =======
</TABLE>

See accompanying notes to financial statements

<PAGE>

                    BOROUGH CORPORATION
              (A Development Stage Company)
                 Statement of Operations
                       (Unaudited)
<TABLE>
<CAPTION>
             For the      For the      For the     For the    June 4,
             Six Months   Six Months   3-Months    3-Months   1999
             Ended        Ended        Ended       Ended      (Inception)
             June 30,     June 30,     June 30,    June 30,   to June 30,
             2001         2000         2001        2000       2001

<S>          <C>          <C>          <C>         <C>        <C>
Income       $    -       $  -         $  -        $  -       $   -

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

Total expenses    -          -            -           -         4,830
               -------     -------     -------     -------     -------
NET LOSS          -          -            -           -        (4,830)
               =======     =======     =======     =======     =======
</TABLE>

              See accompanying notes to financial statements

<PAGE>


                            BOROUGH CORPORATION
                       (A Development Stage Company)
               Statement of Changes in Stockholder's Equity
               For the Period From June 4, 1999 (Inception)
                             To June 30, 2001
                               (Unaudited)
<TABLE>
<CAPTION>
                                                                      Deficit
                                                                      Accumulated
                         Common Stock                  Additional     During
                         Issued                        Paid-In        Development
                         Shares         Amount         Capital        Stage          Total
<S>                      <C>            <C>            <C>            <C>            <C>
Common Stock
     Issuance            5,000,000      $  500         $    -         $   -          $    500

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

Net loss for the periods ended:

December 31, 1999        -                  -                -          (4,830)        (4,830)
December 31, 2000        -                  -                -             -               -
June 30, 2001            -                  -                -             -               -

BALANCE AT
June 30, 2001          5,000,000      $  500             $ 4,830       $(4,830)        $  500
</TABLE>
              See accompanying notes to financial statements
<PAGE>

<TABLE>
<CAPTION>
                            BOROUGH CORPORATION
                       (A Development Stage Company)
                         Statements of Cash Flows
                                 Unaudited
                                      January 1, 2001          January 1, 2000     June 4, 1999
                                      to                            to             (Inception) to
                                      June 30, 2001            June 30, 2000       June 30, 2001
<S>                                   <C>                      <C>                 <C>
CASH FLOWS FROM OPERATING
    ACTIVITIES:
Net loss                              $      -                  $  -                $  (4,830)
 Adjustment to reconcile net
 loss to net cash
 used by operating activities

 Contributed services and
     expenses                                -                     -                    4,830
                                       ----------               ------------         ----------
 Net cash used in operating
  activities                                 -                     -                      -
                                       ----------               ------------         ----------
CASH FLOWS FROM INVESTING
 ACTIVITIES                                  -                     -                      -
                                       ----------               ------------         ----------
CASH FLOWS FROM FINANCING  ACTIVITIES:
Proceeds from issuance of
 common stock                                -                     -                      500
                                        ----------               ------------        ----------
Net cash provided by
 financing activities                        -                     -                      500
                                        ----------               ------------        ----------
INCREASE IN CASH AND CASH
 EQUIVALENTS                                 -                    -                       500
CASH AND CASH EQUIVALENTS
 BEGINNING OF PERIOD                       500                      500                    -
                                        ----------               -----------         ----------
CASH AND CASH EQUIVALENTS
  END OF PERIOD                        $   500                    $ 500                 $ 500
                                        ==========               ==========           ========
</TABLE>
            See accompanying notes to financial statement.
<PAGE>

NOTE 1  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(A) Organization and Business Operations

Borough Corporation (a development stage company) ("the Company") was
incorporated in Delaware on June 4, 1999 to serve as a vehicle to effect a
merger, exchange of capital stock, asset acquisition or other business
combination with a domestic or foreign private business.  At June 30, 2001,
the Company had not yet commenced any formal business operations, and all
activity to date relates to the Company's formation.  The Company's fiscal
year end is December 31.

     The Company's ability to commence operations is contingent upon
its ability to enter into a business combination with a prospective
target business.

(See Note 5).

(B) Use of Estimates

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

(C) Cash and Cash Equivalents

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

(D) Income Taxes

The Company accounts for income taxes under the Financial Accounting
Standards Board of Financial Accounting Standards No. 109, "Accounting for
Income Taxes" ("Statement 109").  Under Statement 109, deferred tax assets
and liabilities are recognized for the future tax consequences attributable
to differences between the financial statement carrying amounts of existing
assets and liabilities and their respective tax basis.  Deferred tax assets
and liabilities are measured using enacted tax rates expected to apply to
taxable income in the years in which those temporary differences are
expected to be recovered or settled.  Under Statement 109, the effect
on deferred tax assets and liabilities of a change in tax rates is
recognized in income in the period that includes the enactment date.
There were no current or deferred income tax expense or
benefits due to the Company not having any material operations for the
period ending June 30, 2001.

NOTE  2 - STOCKHOLDER'S EQUITY

(A) Preferred Stock

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

(B) Common Stock

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

(C) Additional Paid-In Capital

Additional paid-in capital at June 30 2001 represents the fair
value of services contributed to the Company by its president
and the amount of organization and professional costs incurred
by TPG Capital Corporation on behalf of the Company (See Note 3).

NOTE 3 - AGREEMENT

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

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

NOTE 4 - RELATED PARTIES

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

NOTE 5   AGREEMENT WITH REACH SYSTEMS GROUP

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

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
    FINANCIAL CONDITION AND  RESULTS OF OPERATIONS

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

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

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

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

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

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

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

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

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

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

           PART II -- OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

     There are no legal proceedings against the
Company and the Company is unaware of such
proceedings contemplated against it.

     On June 4, 2001, without admitting or denying
any wrongdoing, James M. Cassidy, the sole director
and executive officer of the Company, and TPG
Capital Corporation, a corporation controlled by Mr.
Cassidy, consented to the issuance of an order by
the Securities and Exchange Commission to cease and
desist from committing or causing any violation and
any future violation of Section 10(b) of the
Securities Exchange Act of 1934 ("1934 Act") and
Rule 10b-5 thereunder and from causing any violation
and future violation of Section 13(a) of the 1934
Act and Rules 13a-13 and 12b-20 thereunder in
connection with arranging reverse mergers between
reporting companies that they controlled and issuers
facing possible delisting from the NASD Over-The-
Counter Bulletin Board.

     Specifically, the Securities and Exchange
Commission said that Mr. Cassidy and TPG had filed
amended registration statements for five reporting
companies that wrongly stated that the companies
were not engaged in negotiations with specific
entities regarding a possible business combination.
Three of these companies also filed periodic reports
under the 1934 Act, which the Securities and
Exchange Commission said wrongly stated that they
were not engaged in merger negotiations.  TPG
Capital Corporation also agreed to consent, without
admitting or denying any wrongdoing, to the payment
of a civil penalty.

ITEM 2.  CHANGES IN SECURITIES

     Not applicable.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

     Not applicable.

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

     Not applicable.

ITEM 5.  OTHER INFORMATION

     Not applicable.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

     (a)     Exhibits

     (b)     Reports on Form 8-K

There were no reports on Form 8-K filed by the
Company during the quarter.


                     SIGNATURES

     Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the
undersigned thereunto duly authorized.



BOROUGH CORPORATION

By:   /s/ James M. Cassidy
        President

Dated: August 1, 2001