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, 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 March 31, 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 March 31, 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 three   For the three  June 4,1999
             Months Ended    Months ended   (Inception)to
             March 31, 2001  March 31, 2000  March 31,
2001

<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 March 24, 1999 (Inception)
                    To March 31, 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             -             -               -              -                  -
March 31, 2001                -             -               -              -                  -

BALANCE AT
March 31, 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    March 24, 1999
                           to                  to                 (Inception) to
                           March 31, 2001      March 31, 2000     March 31, 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                   -                    -
                             ----------              -----------        ----------
CASH AND CASH EQUIVALENTS
  END OF PERIOD               $   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
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, 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 March 31, 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 March 31, 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.

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.

           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, 2001