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
                 September 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 Sept 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 September 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,
             Nine Months  Nine Months  3-Months    3-Months   1999
             Ended        Ended        Ended       Ended     (Inception)
             Sept 30,     Sept 30,     Sept 30,    Sept 30,   to Sept 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 September 4, 1999 (Inception)
                           To September 30, 2001
                               (Unaudited)
<TABLE>
<CAPTION>
<S>             <C>         <C>       <C>         <C>          <C>
                                          Deficit
                                           Accumulated
                Common Stock          Additional  During
                Issued                Paid-In     Development
                Shares      Amount    Capital     Stage        Total

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          -             -            -           -            -
September 30,
  2001          -             -            -           -            -

BALANCE AT
Sept 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
                            Sept 30, 2001        Sept 30, 2000       Sept 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 September 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.

(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 September 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 September 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).

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.

           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: November 14, 2001