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
                   March 31, 2002
or

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

          Commission file number   0-26411

                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 March 31, 2002
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 March 31, 2002
                    (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 three   For the three  June 7,1999
             Months Ended    Months ended   (Inception)to
             March 31,2002   March 31,2001  March 31,2002

<S>              <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 7, 1999 (Inception)
                    To March 31, 2002
                       (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             -             -             -            -                -
December 31, 2000             -             -             -            -                -
March 31, 2002                -             -             -            -                -
                           ------------   --------     ----------   -----------      ---------
BALANCE AT
March 31, 2002            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, 2002     January 1, 2001    June 7, 1999
                           to                  to                 (Inception) to
                           March 31, 2002      March 31, 2001     March 31, 2002
<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 Acquisition Corporation (a development stage company) ("the
Company") was incorporated in Delaware on June 7, 1999 to serve as a
vehicle to effect a merger, exchange of capital stock, asset acquisition
or other business combination with a domestic or foreign private business.
At March 31, 2002, the Company had not yet commenced any formal business
operations, and all activity to date relates to the Company's formation.
The Company's fiscal year end is December 31.

The Company's ability to commence operations is contingent upon its ability
to identify a prospective target business.

(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 years ended December 31, 2001 and 2000.


(E) New Accounting Pronouncements

The Financial Accounting Standards Board has recently issued several new
Statements of Financial Accounting Standards.  Statement No. 141, "Business
Combinations" supersedes APB Opinion 16 and various related
pronouncements.  Pursuant to the new guidance in Statement No. 141, all
business combinations must be accounted for under the purchase method of
accounting; the pooling-of-interests method is no longer permitted.  SFAS
141 also establishes new rules concerning the recognition of goodwill and
other intangible assets arising in a purchase business combination and
requires disclosure of more information concerning a business combination
in the period in which it is completed.  This statement is generally
effective for business combinations initiated on or after July 1, 2001.

Statement No. 142, "Goodwill and Other Intangible Assets" supercedes APB
Opinion 17 and related interpretations.  Statement No. 142 establishes new
rules on accounting for the acquisition of intangible assets not acquired in a
business combination and the manner in which goodwill and all other
intangibles should be accounted for subsequent to their initial recognition in
a business combination accounted for under SFAS No. 141.  Under SFAS No.
142, intangible assets should be recorded at fair value.  Intangible assets
with finite useful lives should be amortized over such period and those with
indefinite lives should not be amortized.  All intangible assets being amortized
as well as those that are not, are both subject to review for potential
impairment under SFAS No. 121, "Accounting for the Impairment of Long-
Lived Assets and for Long-Lived Assets to be Disposed of".  SFAS No. 142
also requires that goodwill arising in a business combination should not be
amortized but is subject to impairment testing at the reporting unit level to
which the goodwill was assigned to at the date of the business combination.

SFAS No. 142 is effective for fiscal years beginning after December 15, 2001
and must be applied as of the beginning of such year to all goodwill and other
intangible assets that have already been recorded in the balance sheet as of the
first day in which SFAS No. 142 is initially applied, regardless of when such
assets were acquired.  Goodwill acquired in a business combination whose
acquisition date is on or after July 1, 2001, should not be amortized, but
should be reviewed for impairment pursuant to SFAS No. 121, even though
SFAS No. 142 has not yet been adopted.  However, previously acquired
goodwill should continue to be amortized until SFAS No. 142 is first adopted.

Statement No. 143 "Accounting for Asset Retirement Obligations" establishes
standards for the initial measurement and subsequent accounting for
obligations associated with the sale, abandonment, or other type of disposal
of long-lived tangible assets arising from the acquisition, construction, or
development and/or normal operation of such assets.  SFAS No. 143 is
effective for fiscal years beginning after June 15, 2002, with earlier
application encouraged.

The adoption of these pronouncements will not have a material effect on
the Company's financial position or results of operations.

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 March 31, 2002 represents the fair value of
services contributed to the Company by its president and the amount of
organization and professional costs incurred by TPG Capital on behalf of the
Company (See Note 3).

NOTE 3      AGREEMENT

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

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

NOTE 4      RELATED PARTIES

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

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

     The Company was formed to locate and negotiate
with a business entity for the combination of that
target company with the Company.  A 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 as
part of the business combination or at specified
times thereafter.

     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.


           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.

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: May 14, 2002