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, 2000
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 of                    (I.R.S. Employer
incorporation or organization)                     Identification No.)


             1504 R Street, N.W., Washington, D.C. 20009
         (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, 2000
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, 2000
                             (Unaudited)

                                ASSETS

        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



            See accompanying notes to financial statements


                           BOROUGH CORPORATION
                    (A Development Stage Company)
                       Statement of Operations
                             (Unaudited)

                                  January 1, 2000        March 24, 1999
                                     to                    (Inception)
                                  March 31, 2000         to March 31, 2000

        Income                      $  --                     $   -

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

         Total expenses                 -                       4,830

        NET LOSS                     $       -                $(4,830)


See accompanying notes to financial statements


                       BOROUGH CORPORATION
                    (A Development Stage Company)
             Statement of Changes in Stockholder's Equity
            For the Period From March 24, 1999 (Inception)
                          To March 31, 2000
                             (Unaudited)
                                                         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)
March 31, 2000         -             -           -            -           -

BALANCE AT
March 31, 2000      5,000,000      $  500    $4,830     $ (4,830)     $  500


See accompanying notes to financial statements


                         BOROUGH CORPORATION
                    (A Development Stage Company)
                       Statements of Cash Flows
                              Unaudited

                                January 1, 2000 to           March 24, 1999
                                March 31, 2000               (Inception) to
                                                             March 31, 2000

CASH FLOWS FROM OPERATING
 ACTIVITIES:

Net loss                         $      -                $      (4,830)
 Adjustment to reconcile net
 loss to net cash
 used by operating activities

 Capitalized 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


See accompanying notes to financial statement.

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.

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 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, 2000.

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 ("TPG") pursuant to Rule 506 for
an aggregate consideration of $500.

        C.  Additional Paid-In Capital

 Additional paid-in capital at March 31, 2000
represents the fair value of the amount of
organization and professional costs incurred by TPG on
behalf of the Company. (See Note 3)

NOTE 3  AGREEMENT

        On June 7, 1999, the Company signed an agreement
        with 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 1A:

        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. (See Note 3)

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

                The Company has registered its common stock on
        a Form 10-SB registration statement filed pursuant to
        the Securities Exchange Act of 1934 (the "Exchange
        Act") and Rule 12(g) thereof.  The Company files with
        the Securities and Exchange Commission periodic and
        episodic reports under Rule 13(a) of the Exchange Act,
        including quarterly reports on Form 10-QSB and annual
        reports Form 10-KSB.

                The Company was formed to engage in a merger
        with or acquisition of an unidentified foreign or
        domestic private company which desires to become a
        reporting company whose securities have been
        registered under the Exchange Act.  The Company may be
        deemed to meet the definition of a "blank check"
        company contained in Section (7)(b)(3) of the
        Securities Act of 1933, as amended.

                Management believes that there are perceived
        benefits to being a reporting company which may be
        attractive to foreign and domestic private companies.

                These benefits are commonly thought to include

                (1) the ability to use securities to make
                    acquisition of assets or  businesses;
                (2) increased visibility in the financial
                    community;
                (3) the facilitation of borrowing from
                    financial institutions;
                (4) improved trading efficiency;
                (5) the potential for shareholder liquidity;
                (6) greater ease in subsequently raising capital;
                (7) compensation of key employees through
                    options for stock  for which there may be a public market;
                (8) enhanced corporate image; and,
                (9) a presence in the United States capital market.

                A private company which may be interested in a
        business combination with the Company may include

                (1) a company for which a primary purpose of
                    becoming a reporting company
                    is the use of its securities for the
                    acquisition of  assets or businesses;
                (2) a company which is unable to find an
                    underwriter of its securities or is
                    unable to find an underwriter of securities on
                    terms acceptable to it;
                (3) a company which wishes to become a
                    reporting company with less dilution
                    of its common stock than would occur normally
                    upon an underwriting;
                (4) a company which believes that it will be
                    able obtain investment capital on
                    more favorable terms after it has become a
                    reporting company;
                (5) a foreign company which may wish an
                    initial entry into the United States
                    securities market;
                (6) a company seeking one or more of the other
                    benefits believed to attach to a
                    reporting company.


          The Company is engaged in negotiations with a potential target
company for a business combination
which, if it occurs, is anticipated to be an acquisition of stock of the
target company by Borough.  No binding or final commitments have been
reached, final terms of a business combination have not been concluded,
and neither party is required to proceed with the discussions or
transaction.  When a business combination is effected, if at all, the
Company will file notice of such transaction with the Securities and
Exchange Commission on Form 8-K.  Persons reading this Form 10-QSB
are adivsed to see if the Company has subsequently filed a Form 8-K.

                The Company is authorized to enter into a
        definitive agreement with a wide variety of private
        businesses without limitation as to their industry or
        revenues.  It is not possible at this time to predict
        with which private company, if any, the Company will
        enter into a definitive agreement or what will be the
        industry, operating history, revenues, future
        prospects or other characteristics of that company.

                The current shareholders of the Company have
        agreed not to sell or otherwise transfer any of their
        common stock of the Company except in connection with
        a business combination.

                The Company does not intend to trade its
        securities in the secondary market until completion of
        a business combination.  It is anticipated that
        following such occurrence the Company will take the
        steps required to cause its common stock to be
        admitted to quotation on the NASD OTC Bulletin Board
        or, if it then meets the financial and other
        requirements thereof, on the Nasdaq SmallCap Market,
        National Market System or regional or national exchange.


                               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

             --  Certificate of Incorporation filed as an
        exhibit to the Company's  registration statement on
        Form 10-SB filed on June 17, 1999
        and is incorporated herein by reference.

             --  By-Laws filed as an exhibit to the Company's
        registration statement on Form 10-SB
        filed on June 17, 1999 which is incorporated
        herein by reference.

             --  Lock up agreement filed as an exhibit to
        the Company's registration
        statement on Form 10-SB filed on June 17, 1999
        which is incorporated herein by reference.

              --  Agreement with TPG Capital Corporation filed
        as an exhibit to the Company's
        registration statement on Form 10-SB
        filed on June 17, 1999 which is incorporated
        herein by reference.

             (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 10, 2000