UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-QSB
(Mark One)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2002

[ ] 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 0-49711

NEW ENGLAND BANCSHARES, INC.
- --------------------------------------------------------------------------------
(Exact name of small business issuer as specified in its charter)
United States 04-3693643
- --------------------------------------------------------------------------------
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer
Identification No.)
660 Enfield Street, Enfield, Connecticut 06082
- ----------------------------------------- --------------------------------------
(Address of principal executive offices) (Zip Code)

(860) 253-5200
- --------------------------------------------------------------------------------
(Issuer's telephone number, including area code)

Not Applicable
- --------------------------------------------------------------------------------
(Former name, former address and former fiscal year, if changed since last
report)

The Issuer had 2,049,875 shares of common stock, par value $0.01 per share,
outstanding as of July 31, 2002.

Transitional Small Business Disclosure Format (Check one): Yes No X
--- ---

NEW ENGLAND BANCSHARES, INC.
FORM 10-QSB

INDEX

Page
----
PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

Condensed Consolidated Balance Sheets at June 30, 2002 (unaudited)
and March 31, 2002.............................................. 3

Condensed Consolidated Statements of Income for the
Three Months Ended June 30, 2002 and 2001 (unaudited)........... 4

Condensed Consolidated Statements of Cash Flows for the
Three Months Ended June 30, 2002 and 2001 (unaudited)........... 5

Notes to Condensed Consolidated Financial Statements............ 6

Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operation.............................. 8

PART II. OTHER INFORMATION

Item 1. Legal Proceedings................................................ 13
Item 2. Changes in Securities............................................ 13
Item 3. Defaults Upon Senior Securities.................................. 14
Item 4. Submission of Matters to a Vote of Security Holders.............. 14
Item 5. Other Information................................................ 14
Item 6. Exhibits and Reports on Form 8-K................................. 14

SIGNATURES............................................................... 16

PART I. FINANCIAL INFORMATION
Item 1. Financial Statements.

NEW ENGLAND BANCSHARES, INC.
CONDENSED CONSOLIDATED BALANCE SHEET

JUNE 30, 2002 AND MARCH 31, 2002
(In thousands)

JUNE 30, MARCH 31,
2002 2002
---------------- ----------------

(UNAUDITED)
ASSETS:
------
Cash and due from banks $6,090 $ 6,376
Interest-bearing demand deposits with other banks..................... 113 159
Federal funds sold.................................................... 8,200 4,500
Money Market mutual funds............................................. 2,355 1,437
----- -----------
Total cash and cash equivalents................................. 16,758 12,472
Investments in available-for-sale securities (at fair value).......... 40,941 36,165
Federal Home Loan Bank stock at cost.................................. 820 820
Loans, net of allowance for loan losses of $833 as of June 30, 2002 and
$773 as of March 31, 2002..........................................
82,510 80,468
Premises and equipment, net........................................... 2,166 1,631
Accrued interest receivable........................................... 435 395
Deferred income taxes................................................. 402 546
Cash surrender value of life insurance................................ 3,437 3,391
Other assets.......................................................... 288 423
--- ------------
Total assets.................................................... $147,757 $136,311
======== ========

LIABILITIES AND CAPITAL ACCOUNTS
--------------------------------
Deposits:
Noninterest-bearing................................................ $3,546 $3,726
Interest-bearing................................................... 112,916 111,272
------- ---------
Total deposits.................................................. 116,462 114,998
Advance payments by borrowers for taxes and insurance.............. 514 266
Federal Home Loan Bank advances.................................... 6,917 6,108
Due to broker...................................................... 681 --
Other liabilities.................................................. 598 587
--- ---------
Total liabilities............................................... 125,172 121,959
------- -------
Stockholders' Equity:
Common stock, par value $.01 per share: authorized 10,000,000 20 --
Shares issued: 2,049,875...............................................
Paid in capital.................................................... 8,484 --
Retained earnings.................................................. 14,700 14,460
Accumulated other comprehensive income (loss)...................... 119 (108)
Unearned ESOP shares (738) --
-----
Total stockholders' equity...................................... 22,585 14,352
------ ----------
Total liabilities and stockholders' equity...................... $147,757 $136,311
======== ========

The accompanying notes are an integral part of these condensed
consolidated financial statements.

3
4

NEW ENGLAND BANCSHARES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME

FOR THE THREE MONTHS ENDED JUNE 30, 2002 AND JUNE 30, 2001
(In thousands)

THREE MONTHS ENDED
JUNE 30,
-------------------------------------
2002 2001
---------------- -----------------
(UNAUDITED)

Interest and dividend income:
Interest and fees on loans...................................... $1,546 $1,371
Interest and dividends on securities:
Taxable ..................................................... 430 570
Tax-exempt................................................... 27
Dividends on Federal Home Loan Bank stock.................... 8 13
Interest on federal funds sold, interest-bearing deposits and
money market mutual funds.................................... 51 101
-- ---
Total interest and dividend income..................... 2,062 2,055

Interest expense:
Interest on deposits............................................ 830 1,147
Interest on advanced payments by borrowers for taxes and insurance 1 1
Interest on Federal Home Loan Bank advances..................... 64 --
-- -----
Total interest expense................................................. 895 1,148
--- -----
Net interest and dividend income............................. 1,167 907
Provision for loan losses............................................. 60 36
-- --
Net interest and dividend income after provision for loan
losses....................................................... 1,107 871
Noninterest income:
Service charges on deposit accounts............................. 3 2
Gain on sales and calls of available-for-sale securities, net... 12 62
Increase in cash surrender value of life insurance policies..... 38 39
Other income.................................................... 50 35
-- --
Total noninterest income.................................. 103 138
Noninterest expense:
Salaries and employee benefits.................................. 490 442
Occupancy and equipment expense................................. 117 125
Advertising and promotion....................................... 26 31
Gain (loss) on sale of other real estate owned, net............. 6
Professional fees............................................... 40 37
Data processing expense......................................... 40 48
Stationery and supplies......................................... 17 23
Other expense................................................... 124 102
--- ---
Total noninterest expense................................. 854 814
--- ---
Income before income taxes................................ 356 195
Income tax expense.............................................. 116 81
--- --
Net income................................................ $240 $114
==== ====

The accompanying notes are an integral part of these condensed
consolidated financial statements.

NEW ENGLAND BANCSHARES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE THREE MONTHS ENDED JUNE 30, 2002 AND JUNE 30, 2001
(in thousands)

FOR THE THREE MONTHS ENDED
JUNE 30,
----------------------------------
2002 2001
---------------- -----------------
(UNAUDITED)

Cash flows from operating activities:
Net income......................................................... $240 $114
Adjustments to reconcile net income to net cash provided by operating
activities:
Amortization of securities, net.............................. 17 37
Gain on sales and calls of available-for-sale securities,
net.......................................................... (12) (62)
Provision for loan losses.................................... 60 36
Increase (decrease)in deferred loan origination fees......... 19 (15)
Depreciation and amortization................................ 51 51
Loss on sales of other real estate owned, net................ 6
(Increase) decrease in accrued interest receivable........... (40) 46
Increase in cash surrender value life insurance policies..... (38) (39)
(Increase) decrease in prepaid expenses and other assets..... 135 (31)
Increase (decrease)in accrued expenses and other liabilities. 11 (33)
---- ----
Net cash provided by operating activities.......................... 443 110
---- ----
Cash flows from investing activities:
Purchases of available-for-sale securities................... (7,500) (27,325)
Proceeds from sales of available-for-sale securities......... 720 1,527
Proceeds from maturities of available-for-sale securities.... 3,051 22,353
Loan originations and principal collections, net............. (2,121) (4,840)
Loan to ESOP................................................. (738)
Capital expenditures - premises and equipment................ (586) (264)
Proceeds from sales of other real estate owned............... -- 76
Capital expenditures - other real estate owned............... -- (13)
Investments in life insurance policies....................... (8) (5)
---- ----
Net cash used in investing activities........................ (7,182) (8,491)
------- -------
Cash flows from financing activities:
Net increase in demand deposits, NOW and savings accounts.... 2,121 1,880
Net decrease in time deposits................................ (657) (118)
Net increase in advanced payments by borrowers for taxes and
insurance................................................... 248 175
Proceeds from Federal Home Loan Bank long-term advances...... 1,000 --
Principal payments on Federal Home Loan Bank long-term
advances................................................... (191) --
Proceeds from sale of stock net of costs..................... 8,504 --
------ ------
Net cash provided by financing activities.................... 11,025 1,937
------ ------
Net increase (decrease) in cash and cash equivalents..................... 4,286 (6,444)
Cash and cash equivalents at beginning of period......................... 12,472 17,759
------ ------

Cash and cash equivalents at end of period............................... $16,758 $11,315
======= =======

Supplemental disclosures:
Interest paid................................................ $892 $1,146
Income taxes paid............................................ 64 100
Loans transferred to other real estate owned................. -- 124
Loans originated from sales of other real estate owned....... -- 52

The accompanying notes are an integral part of these condensed
consolidated financial statements.

NEW ENGLAND BANCSHARES, INC.
Notes to Condensed Consolidated Financial Statements

NOTE 1 --Organization

New England Bancshares, Inc. (the "Company") is a federal corporation
formed on June 4, 2002 for the purpose of acquiring all of the common stock of
Enfield Federal Savings and Loan Association (the "Association") concurrent with
its reorganization from a mutual savings institution to a mutual holding
company. The reorganization was consummated on June 4, 2002. In connection with
the reorganization, the Company sold 922,444 shares of its common stock, par
value $0.01 per share, in a subscription offering and sold 1,127,431 shares to
Enfield Mutual Holding Company raising approximately $9.2 million in gross
proceeds. Approximately $6.8 million of those proceeds were contributed to the
Association.

The Association, a federally-chartered savings and loan association
headquartered in Enfield, Connecticut, operates from its four full-service
branch offices in Enfield and Suffield, Connecticut. The Association provides
banking products and services to individuals and small businesses, including
residential and commercial mortgages, commercial loans, consumer loans, and a
variety of deposit instruments.

NOTE 2 - Basis of Presentation

The accompanying unaudited condensed consolidated financial statements
have been prepared in accordance with accounting principles generally accepted
in the United States of America for interim financial statements and the
instructions to Form 10-QSB, and accordingly do not include all of the
information and footnotes required by accounting principles generally accepted
in the United States of America for complete financial statements. In the
opinion of management, the accompanying unaudited consolidated financial
statements reflect all adjustments necessary, consisting of only normal
recurring accruals, to present fairly the financial position, results of
operations and cash flows of the Company for the periods presented. In preparing
the interim financial statements, management is required to make estimates and
assumptions that affect the reported amounts of assets and liabilities as of the
date of the balance sheet and revenues and expenses for the period. Actual
results could differ significantly from those estimates. The interim results of
operations are not necessarily indicative of the results to be expected for the
year ending March 31, 2003.

While management believes that the disclosures presented are adequate
so as not to make the information misleading, it is suggested that these
condensed consolidated financial statements be read in conjunction with the
financial statements and notes included in the Company's Form 10-KSB for the
year ended March 31, 2002.

The condensed consolidated balance sheet as of March 31, 2002 was
derived from the audited financial statements of Enfield Federal Savings and
Loan Association, but does not include all the disclosures required by
accounting principals generally accepted in the United States.

6
7

NOTE 3 - Earnings per share

When presented, basic EPS is computed by dividing income available to
common stockholders by the weighted-average number of common shares outstanding
for the period. Diluted EPS reflects the potential dilution that could occur if
securities or other contracts to issue common stock were exercised or converted
into common stock or resulted in the issuance of common stock that then shared
in the earnings of the entity. Because the formation of the Company was
completed on June 4, 2002, per share earnings data is not meaningful for this
quarter or prior comparative periods and is therefore not presented.

NOTE 4 - Recent Accounting Pronouncements

FASB has issued SFAS No. 140, "Accounting for Transfers and Servicing
of Financial Assets and Extinguishments of Liabilities." This Statement replaces
SFAS No. 125, "Accounting for Transfers and Servicing of Financial Assets and
Extinguishments of Liabilities" and rescinds SFAS Statement No. 127, "Deferral
of the Effective Date of Certain Provisions of FASB Statement No. 125." SFAS No.
140 provides accounting and reporting standards for transfers and servicing of
financial assets and extinguishments of liabilities. This Statement provides
consistent standards for distinguishing transfers of financial assets that are
sales from transfers that are secured borrowings. This Statement is effective
for transfers and servicing of financial assets and extinguishments of
liabilities occurring after March 31, 2001; however, the disclosure provisions
are effective for fiscal years ending after December 15, 2000. The adoption of
this Statement did not have a material impact on the Company's financial
position or results of operations.

In June 2001, the FASB issued SFAS No. 141, "Business Combinations."
This statement addresses financial accounting and reporting for business
combinations and supercedes APB Opinion No. 16, "Business Combinations," and
SFAS No. 38, "Accounting for Preacquisition Contingencies of Purchased
Enterprises." Under Opinion 16, business combinations were accounted for using
one of two methods, the pooling-of-interests method or the purchase method. All
business combinations in the scope of SFAS No. 141 are to be accounted for using
one method - the purchase method. The provisions of SFAS No. 141 apply to all
business combinations initiated after June 30, 2001 and to all business
combinations accounted for using the purchase method for which the date of
acquisition is July 1, 2001, or later.

The adoption of SFAS No. 141 did not have any effect on the Company's
consolidated financial statements since it had no pending business combinations
as of June 30, 2001 or as of the date of the issuance of these consolidated
financial statements. If the Company consummates business combinations in the
future, any such combinations that would have been accounted for by the
pooling-of-interests method under Opinion 16 will be accounted for under the
purchase method and the difference in accounting could have a substantial impact
on the Company's consolidated financial statements.

In June 2001, the FASB issued SFAS No. 142, "Goodwill and Other
Intangible Assets." This Statement addresses financial accounting and reporting
for required goodwill and other intangible assets and supercedes APB Opinion No.
17, "Intangible Assets." The initial recognition and measurement provisions of
SFAS No. 142 apply to intangible assets that are defined as assets (not
including financial assets) that lack physical substance. The term "intangible
assets" is used in SFAS No. 142 to refer to intangible assets other than
goodwill. The accounting for a recognized intangible asset is based on its
useful life. An intangible asset with a finite useful life is amortized; an
intangible asset with an indefinite useful life is not amortized. An intangible
asset that is subject to amortization shall be reviewed for impairment in
accordance with SFAS No. 121, "Accounting for the Impairment of Long-Lived
Assets and for Long-Lived Assets to Be Disposed of."

SFAS No. 142 provides that goodwill shall not be amortized. Goodwill is defined
as the excess of the cost of an acquired entity over the net of the amounts
assigned to assets acquired and liabilities assumed. SFAS No. 142 further
provides that goodwill shall be tested for impairment at a level of reporting
referred to as a reporting unit. Impairment is the condition that exists when
the carrying amount of goodwill exceeds its implied fair value.

SFAS No. 142 is effective as follows:

All of the provisions of SFAS No. 142 shall be applied in fiscal years
beginning after December 15, 2001, to all goodwill and intangible assets
recognized in an entity's statement of financial position at the beginning of
that fiscal year, regardless of when those previously recognized assets were
initially recognized.

The adoption of SFAS No. 142 did not have any material effect on its
consolidated financial statements.

Item 2. Management's Discussion and Analysis of Financial Condition and Results
-----------------------------------------------------------------------
of Operation.
------------

The following analysis discusses changes in the financial condition and
results of operations at and for the three months ended June 30, 2002 and 2001,
and should be read in conjunction with the Company's Condensed Consolidated
Financial Statements and the notes thereto, appearing in Part I, Item 1 of this
document.

FORWARD-LOOKING STATEMENTS

This report contains certain forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended. The Company intends such
forward-looking statements to be covered by the safe harbor provisions for
forward-looking statements contained in the Private Securities Reform Act of
1995, and is including this statement for purposes of these safe harbor
provisions. Forward-looking statements, which are based on certain assumptions
and describe future plans, strategies and expectations of the Company, are
generally identified by use of the words "believe," "expect," "intend,"
"anticipate," "estimate," "project," or similar expressions. The Company's
ability to predict results or the actual effect of future plans or strategies is
inherently uncertain. Factors which could have a material adverse effect on the
operations of the Company and its subsidiary include, but are not limited to,
changes in: interest rates, general economic conditions, legislative and
regulatory changes, monetary and fiscal policies of the U.S. Government,
including policies of the U.S. Treasury and the Federal Reserve Board, the
quality or composition of the loan or investment portfolios, demand for loan
products, deposit flows, competition, demand for financial services in the
Company's market area and accounting principles and guidelines. These risks and
uncertainties should be considered in evaluating forward-looking statements and
undue reliance should not be placed on such statements. Further information
concerning the Company and its business, including additional factors that could
materially affect the Company's financial results, is included in the Company's
filings with the Securities and Exchange Commission.

Except as required by applicable law and regulation, the Company does
not undertake - and specifically disclaims any obligation - to publicly release
the result of any revisions that may be made to any forward-looking statements
to reflect events or circumstances after the date of such statements or to
reflect the occurrence of anticipated or unanticipated events.

COMPARISON OF FINANCIAL CONDITION AT JUNE 30, 2002 AND MARCH 31, 2002

ASSETS
- ------
Total assets of the Company were $147.8 million at June 30, 2002 an increase of
$11.5 million, or 8.4%, compared to $136.3 million at March 31, 2002. Net loans
outstanding rose $2.0 million to $82.5 million at the end of the quarter
compared to $80.5 million at March 31, 2002. Investment in available-for-sale
securities increased $4.7, or 13.0%, million to $40.9 million at June 30, 2002
compared to $36.2 million at March 31, 2002. Premises and equipment increased
$535,000, or 32.8%, due to a continuing program of equipment and technology
upgrading and the purchase in April 2002 of a property in Manchester,
Connecticut intended for use as a full service banking office. Total cash and
cash equivalents increased $4.3 million, or 34.4%, from $12.5 million at March
31, 2002 to $16.8 million at June 30, 2002 because of excess funds from the
conversion.

ALLOWANCE FOR LOAN LOSSES
- -------------------------
The Company determines the adequacy of the allowance for loan losses on a
quarterly basis. The determination is based upon management's assessment
of credit quality or "risk rating" of loans. Loans are risk weighted when they
are originated. If there is deterioration in the credit, the risk rating is
changed accordingly. The analysis considers the type of loans being originated,
historical loan losses and delinquency figures. It also examines delinquency
trends. The table below indicates the relationships between the allowance for
loan losses, total loans outstanding and nonperforming loans as of June 30, 2002
and March 31, 2002 respectively.

(amounts in thousands) At At
June 30, 2002 March 31, 2002

Allowance for loan losses $833 $773
Loans outstanding 83,343 81,241
Nonperforming loans 443 201
Allowance/ Loans outstanding 1.00% 0.95%
Allowance/ Nonperforming loans 188.00% 384.60%

PAST DUE AND NONPERFORMING LOANS

The following table sets forth information regarding past due and non-accrual
loans

(amounts in thousands)
At At
June 30, 2002 March 31, 2002

Past due 30 days through 89 days and accruing $333 $288
Past due 90 days or more and nonaccruing 443 201

9
10

LIABILITIES

Total liabilities increase $3.2 million, or 2.6%, from $122.0 million
at March 31, 2002 to $125.2 million at June 30, 2002, primarily due to an
increase in deposits and Federal Home Loan Bank advances. Deposits increased
$1.5 million, or 1.3%, from $115.0 million at March 31, 2002 to $116.5 million
at June 30, 2002 Federal Home Loan Bank advances increased $809,000, or 13.2%,
from $6.1 million at March 31, 2002 to $6.9 million at June 30, 2002. These
funds were used to fund loan growth.

STOCKHOLDERS' EQUITY

Total stockholders' equity increased $8.2 million, or $56.9%, from
$14.4 million at March 31, 2002 to $22.6 million at June 30, 2002, due to the
equity raised through the issuance of common stock by the Company on June 4,
2002, and through an increase in accumulated other comprehensive income
reflecting the increase in the net unrealized gain on available-for-sale
securities, net of tax, of $227,000 for the period and net income of $240,000.

COMPARISON OF OPERATING RESULTS FOR THE THREE MONTHS ENDED JUNE 30, 2002 AND
2001

GENERAL

The Company's results of operations depend primarily on net interest
income, which is the difference between the interest income earned on its
interest-earning assets, such as loans and securities, and the interest expense
on its interest-bearing liabilities, such as deposits and borrowings. The
Company also generates noninterest income, primarily from fees and service
charges. Gains on sales of securities and cash surrender value of life insurance
policies are added sources of noninterest income. The Company's noninterest
expenses primarily consist of employee compensation and benefits, occupancy
expense, advertising, data processing, professional fees and other operating
expenses.

NET INCOME

During the three months ended June 30, 2002, the Company reported net
income of $240,000. This was $126,000 or 111% more that reported for the same
period last year. Net interest income grew by $260,000 or 28% during the
quarter. Growth in earning assets and an improvement in the net interest margin
were primarily responsible for this result. Noninterest income declined $35,000
during the period while noninterest expense rose $40,000 or 4.9%. Provisions for
loan losses amounted to $60,000 for the quarter, up from $36,000 a year ago.

NET INTEREST AND DIVIDEND INCOME

For the following discussion, net interest income is presented on a
fully tax equivalent ("FTE") basis. FTE interest income restates reported
interest income on tax exempt loans and securities as if such interest were
taxed at the Company's effective income tax rate of 39% for all periods
presented.

10
11

(amounts in thousands)
Three months ended June 30,
2002 2001
---- ----

Interest and dividend income
As reported $2,062 $2,055
Tax equivalent adjustment 14 --
------- ------
Total interest income (FTE) 2,076 2,055
Interest Expense 895 1,148
------- -----
Net interest and dividend income (FTE) $1,181 $ 907
====== ====

Net interest and dividend income for the three months ended June 30, 2002
totaled $1.2 million (FTE) compared to $907,000 (FTE) for the same period in
2001. This represented an increase of $274,000 or 30.2%. Interest and dividends
earned amounted to $2.08 million for the three months ended June 30, 2002,
virtually unchanged from $2.06 million earned during the same period in 2001.
Interest expense for the quarter was $895,000, $253,000 or 22% less than $1.1
million reported in the same quarter of last year. The change in net interest
income may be viewed as the result in changes in volume of average assets and
liabilities coupled with changes in the interest rates earned or paid on those
balances.

Interest-earning assets averaged $133.1 million in the quarter ended June 30,
2002 an increase of $19.8 million, or 17.5%, compared to $113.3 million for the
quarter ended June 30, 2001. The increase resulted primarily from of increases
of $13.9 million in loans and $5.9 million in investments. The additional volume
added approximately $282,000 to interest income.

Average interest-bearing liabilities grew $17.7 million during the quarter
ended June 30, 2002 from $106.7 million to $124.4 million that resulted in
additional $78,000 in interest expense. The combined result was an additional
$204,000 from changes in the average volume of assets and liabilities.

For the quarter ended June 30, 2002 interest-earning assets had an average
yield of 6.26%, a decrease of 1.02% from the same quarter a year ago. The change
reduced net interest income $262,000 in the quarter. The average rate paid on
interest bearing liabilities was 2.89% in the quarter ended June 30, 2002
compared to 4.31% in the year earlier quarter. The decrease of 1.42% reduced
interest expense $253,000. The lower rates were primarily due to the lower
market interest rate environment.

PROVISION FOR LOAN LOSSES

Credit risk is part of the business of making loans. The Company
maintains an allowance for loan losses through provisions charged to earnings.
The provision for loan losses for the quarter ended June 30, 2002 were $60,000
compared to $36,000 during the same period last year. The provision for loan
losses increased by $24,000 due to loan growth. There were no charge-offs
recorded during the quarter ended June 30, 2002 or the quarter ended June 30,
2001.

NONINTEREST INCOME

During the quarter ended June 30, 2002, noninterest income was $103,000
compared to $138,000 in the same quarter a year ago. The decrease in noninterest
income was primarily due to a $50,000, or 80.6%, decrease in securities gains
from the same period last year. The gains reported during the quarter ended June
30, 2001 resulted when management sold approximately $13.0 million of Ginnie Mae
securities considered to be at risk for accelerated repayment due to continuing
declines in mortgage rates. This decrease was offset by a $15,000, or 42.9%,
increase in other income, primarily due to an increase in banking service fees
because of new fee structure and the introduction of debit cards.

NONINTEREST EXPENSE

Noninterest expense for the quarter ended June 30, 2002 was $854,000,
an increase of $40,000, or 4.9%, from $814,000 in the quarter ended June 30,
2001. Salaries and employee benefits increased $48,000, or 11%, reflecting
normal salary increases, higher costs for employee benefits and additions to
staff to support growth of the Company. Other expenses increased $22,000, or
21.6%. Payments for banking service fees, in lieu of compensating balances, for
services were primarily responsible for the increase.

PROVISION FOR INCOME TAXES

Reflecting the increase in pretax net income, the income tax provisions
for the quarter ended June 30, 2002 were $116,000 compared to $81,000 for the
quarter ended June 30, 2001.

LIQUIDITY AND CAPITAL RESOURCES

The term liquidity refers to the ability to meet current and future
short-term financial obligations. The Company and the Association further define
liquidity as the ability to generate adequate amounts of cash to fund loan
originations, deposit withdrawals and operating expenses. Liquidity management
is both a daily and long-term function of business management. The Company's
main source of liquidity is the proceeds it retained from its stock offering.
The Association's primary sources of liquidity are proceeds from the stock
offering, deposits, scheduled amortization and prepayments of loan principal and
mortgage-related securities, funds provided by operations and, to a much lesser
extent, Federal Home Loan Bank borrowings. The Association can borrow funds from
the Federal Home Loan Bank based on eligible collateral of loans and securities.
Enfield had Federal Home Loan Bank borrowings as of June 30, 2002 of $6.9
million with unused borrowing capacity of $43 million.

The Association's primary investing activities are the origination of
loans and the purchase of mortgage and investment securities. During the three
months ended June 30, 2002 and fiscal 2002, the Association originated loans of
approximately $5.0 million and $40.0 million, respectively. At June 30, 2002
and March 31, 2002, the Association had loan commitments to borrowers of
approximately $1.3 million and $688,000, respectively, and available home equity
and unadvanced lines of credit of approximately $3.3 million and $2.7 million,
respectively. Purchases of investment securities totaled $7.5 and $59.0 million
for the three months ended June 30, 2002 and fiscal 2002, respectively.

Loan repayment and maturing investment securities are a relatively
predictable source of funds. However, deposit flows, calls of investment
securities and prepayments of loans and mortgage-backed securities are strongly
influenced by interest rates, general and local economic conditions and
competition in the marketplace. These factors reduce the predictability of the
timing of these sources of funds. Deposit flows are affected by the level of
interest rates, by the interest rates and products offered by competitors and by
other factors. Total deposits were $116.5 million at June 30, 2002, a $1.5
million, or 1.3%, increase from the $115.0 million balance at March 31, 2002.
Total deposits increased by $6.5 million, or 6.0% during the year ended March
31, 2002. The Association monitors its liquidity position frequently and
anticipates that it will have sufficient funds to meet its current funding
commitments.

The Association was well-capitalized at June 30, 2002 and exceeded each
of the applicable regulatory capital requirements at such date. The table below
presents the capital required and maintained.

(amounts in thousands)
Required Enfield
-------- --------------
Tier 1 Capital 4% $21,504 14.57%
Total Risk based
Capital 8% $22,337 29.93%
Tier 1 Risk based
Capital 8% $21,504 28.81%

Management is not aware of any known trends, events or uncertainties
that will have or are reasonably likely to have a material effect on the
Company's or the Association's liquidity, capital or operations, nor is
management aware of any current recommendations by regulatory authorities which,
if implemented, would have a material effect on the Company's or the
Association's liquidity, capital or operations.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings.
-----------------

The Company is not involved in any pending legal proceedings other than
routine legal proceedings occurring in the ordinary course of business. Such
routine legal proceedings, in the aggregate, are believed by management to be
immaterial to the Company's financial condition or results of operations.

Item 2. Changes in Securities.
---------------------

The following information is provided with the Company's sale of its
common stock as part of the Association's reorganization from the mutual to
mutual holding company form of organization.

a. The effective date of the Registration Statement on Form
SB-2 (File No. 333-82856) was April 17, 2002.

b. The offering was consummated on June 4, 2002 with the
sale of all securities registered pursuant to the
Registration Statement. Trident Securities, Inc., a
Division of McDonald Investments, Inc., acted as marketing
agent for the offering.

c. The class of securities registered was common stock, par value
$0.01 per share. The aggregate amount of such securities
registered was 2,049,875 shares that represented an aggregate
amount of $20.5 million. The amount included 922,444 shares
(or $9.2 million) sold in the offering and 1,127,431 shares
(or $11.3 million) issued to Enfield Mutual Holding Company.

d. The expenses incurred in connection with the reorganization
and offering were $677,000, including expenses paid to and for
underwriters of $138,000, attorney and accounting fees of
$303,000 and other expenses of $236,000. The net proceeds
resulting from the offering after deducting expenses was $8.5
million.

e. $738,000 of the net proceeds was loaned to the Association-
sponsored ESOP for the purchase of 73,795 shares of stock.
Approximately $6.8 million was passed down to the
Association as additional capital. Approximately $1.0
million of the proceeds has been retained by the Company
for general business purposes. These funds remain on deposit
with the Association.

Item 3. Defaults Upon Senior Securities.
-------------------------------

None.

Item 4. Submission of Matters to a Vote of Security Holders.
---------------------------------------------------

None.

Item 5. Other Information.
-----------------

None.

Item 6. Exhibits and Reports on Form 8-K.
--------------------------------

(a) Exhibits

2.1 Amended Plan of Reorganization From Mutual
Savings and Loan Association to Mutual
Holding Company and Stock Issuance (including
the proposed Federal Charters and Bylaws of
Enfield Federal Savings and Loan Association,
New England Bancshares, Inc. and Enfield
Mutual Holding Company)*
3.1 Charter of New England Bancshares, Inc.
(Included in Exhibit 2.1)*
3.2 Bylaws of New England Bancshares, Inc.
(Included in Exhibit 2.1)*
4.1 Specimen stock certificate of New England
Bancshares, Inc.*
10.1 Form of Enfield Federal Savings and Loan
Association Employee Stock Ownership Plan and
Trust*
10.2 Employment Agreement by and among Enfield
Federal Savings and Loan
Association, New England Bancshares, Inc. and
David J. O'Connor
10.3 Form of Enfield Federal Savings and Loan
Association Employee Severance Compensation
Plan*

10.4 Enfield Federal Savings and Loan Association
Employee Savings & Profit-Sharing Plan and
Adoption Agreement*
10.5 Enfield Federal Savings and Loan Association
Executive Supplemental Retirement Plan, as
amended*
10.6 Form of Enfield Federal Savings and Loan
Association Supplemental Executive Retirement
Plan*
10.7 Form of Enfield Federal Savings and Loan
Association Director Fee Continuation Plan*
10.8 Spit Dollar Arrangement with David J.O'Connor*
99.1 Certification of Chief Executive and Chief
Financial Officer
-----------------------------
* Incorporated by reference into this document
from New England Bancshares, Inc.'s Form
SB-2, Registration Statement filed under the
Securities Act of 1933, Registration No.
333-63271

(b) Reports on Form 8-K

Not Applicable.

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, hereunto duly
authorized.

NEW ENGLAND BANCSHARES, INC.

Dated: August 14, 2002 By: /s/ David J. O'Connor
-----------------------------------------
David J. O'Connor President,
Chief Executive Officer, chief
financial officer and Director
(principal executive, financial
and accounting officer)