U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549



                                   FORM 10-QSB



                   QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934


                 For the quarterly period ended: March 31, 2004


                        Commission file number: 000-28583


                       NEW YORK REGIONAL RAIL CORPORATION
                       ----------------------------------
        (Exact name of small business issuer as specified in its charter)



                    DELAWARE                              13-3081571
          ------------------------------               -------------------
         (State or other jurisdiction of               (I.R.S. Employer
           incorporation or organization)               Identification No.)




                        4302 First Ave Brooklyn, NY 11232
          (Address of principal executive offices, including zip code)



                                 (718) 788-3690
                          (Issuer's telephone number)


Check whether the issuer (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the registrant was required to file
such report(s)), and (2) has been subject to such filing requirements for the
past 90 days. Yes X No






There were 199,844,790 shares of the Registrant's Common Stock outstanding as of
May 19, 2004.





<PAGE>




                                      INDEX
                                                                    Page
Part  I:  Financial Information

Item 1.   Financial Statements:

Unaudited Consolidated Balance Sheet - as of March 31, 2004           3

Unaudited Consolidated Statements of Operations,
Three Months Ended March 31, 2004 and March 31, 2003                  4

Unaudited Consolidated Statements of Cash Flows,
Three Months Ended March 31, 2004 and March 31, 2003                  5

Notes to Consolidated Financial Statements                           6-8

Item 2.   Management's Discussion and Analysis or
          Plan of Operation                                          9-14


Item 3.  Controls and Procedures                                      15


Part II:  Other Information                                           15

 Item 1.  Legal Proceedings                                           15

 Item 2.  Changes in Securities                                       15

 Item 3.  Defaults Upon Senior Securities                             16

 Item 4.  Submission of matters to a vote
           of Security Holders                                        16

 Item 5.  Other Information                                           16

 Item 6.  Exhibits and Reports on Form 8-K                            16

Signatures                                                            17




                                        2

<PAGE>

               NEW YORK REGIONAL RAIL CORPORATION AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEET

                                 MARCH 31, 2004

                                   (UNAUDITED)

                                     ASSETS

Current assets
     Cash                                                  $            376,178
     Accounts receivable, net of allowance
      for doubtful accounts of $177,609                               1,669,962
     Prepaid expenses and other current assets                           92,885
                                                           ---------------------
       Total current assets                                           2,139,025

Property and equipment, net                                           3,150,663

Other assets                                                            557,376
                                                           ---------------------
                                                           $          5,847,064
                                                           =====================

                      LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities:
     Current maturities of long term debt                  $            209,505
     Convertible promissory notes:
       Others                                                           235,000
       Related parties                                                        0
     Other short-term debt:                                             234,209
     Accounts payable                                                 1,176,290
     Accrued expenses                                                 3,266,453
     Payroll taxes payable                                            1,169,056
                                                           ---------------------
       Total current liabilities                                      6,290,513

Deferred rent payable                                                   110,527

Long term debt                                                        1,021,332

Stockholders' deficit:
     Series C Convertible Preferred Stock, $.001 par
      value, 500,000 shares authorized; 440,000 shares
      issued and outstanding                                            440,000
     Series D Convertible Preferred Stock, $0.001 par
      value, 2,500 shares authorized; 750 shares issued
      and outstanding                                                       750
     Common stock, $.0001 par value, 200,000,000 shares
      authorized, issued and outstanding                                 20,000
     Additional paid-in-capital                                      15,102,032
     Accumulated deficit                                            (17,110,986)
     Treasury Stock, $0.17 par value,  155,210 shares                   (26,355)
                                                           ---------------------
       Total stockholders' deficit                                   (1,574,559)
                                                           ---------------------
                                                           $          5,847,813
                                                           =====================




                 See notes to consolidated financial statements.

                                        3

<PAGE>

               NEW YORK REGIONAL RAIL CORPORATION AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF OPERATIONS

                                   (UNAUDITED)



                                                   FOR THE THREE MONTHS ENDED
                                                           MARCH 31
                                               ---------------------------------
                                                    2004             2003
                                               ---------------    --------------

Operating revenues                             $    2,311,763     $   1,289,709

Operating expenses                                  1,876,470           855,848
                                               ---------------    --------------

Gross Profit                                          435,293           433,861

Legal                                                  82,898            50,391
Selling and administartive expenses                   767,604           431,661
                                               ---------------    --------------
Total Admin Exp.                                      850,502           482,052
                                               ---------------    --------------

Income/ (loss) from operations                       (415,209)          (48,191)

Other income (expenses):
Forgiveness of debt  and gain on fixed assets         288,254            17,725
Interest expense, net                                 (21,364)          (52,939)
                                               ---------------    --------------
Total other income  (expense)                         266,890           (35,214)
                                               ---------------    --------------

Loss before  minority interest                       (148,319)          (83,405)

Minority interest in (income) loss of
 subsidiary                                              -               (7,603)
                                               ---------------    --------------

Net  loss                                            (148,319)          (75,802)

Deemed preferred stock dividend                        11,000            11,000
                                               ---------------    --------------

Loss applicable to common shareholders         $     (159,319)    $     (86,802)
                                               ===============    ==============

Loss per share - basic and diluted:            $        (0.00)    $       (0.00)
                                               ===============    ==============

Weighted average common shares outstanding
     basic and diluted                            199,944,765       183,337,109
                                               ===============    ==============



                 See notes to consolidated financial statements.

                                        4

<PAGE>

                NEW YORK REGIONAL RAIL CORPORATION AND AFFILIATES
                             STATEMENT OF CASH FLOWS

                                   (UNAUDITED)



                                                   FOR THE THREE MONTHS ENDED
                                                            March 31
                                           -------------------------------------
                                                 2004                   2003
                                           ---------------     -----------------
Increase in cash and cash equivalents

Cash flows from operating activities:
  Net loss                                 $     (148,319)     $        (75,802)
                                           ---------------     -----------------
Adjustments to reconcile net loss
 to net cash provided by operating
 activities:
  Depreciation and amortization                   124,723               146,936
  Non-cash Compensation                           115,625                42,399
  Bad debt expense (recovery)                     (16,682)                 -
  (Gain)/ loss on exchange of fixed assets         11,165                (4,595)
  Gain on exchange of forgiveness of debt        (275,902)                 -
  Minority Interest in subsidiary earnings           -                   (7,603)
  Changes in operating assets and
   liabilities:
  Accounts receivable                            (673,763)              (52,477)
  Other current assets                             26,717               (11,934)
 Other assets                                        -                  (69,353)
  Accounts payable                                502,428                (6,061)
  Accrued expenses                                (13,334)              101,858
  Payroll taxes payable                            19,049                17,462
  Deferred rent                                    21,777              (107,306)
  Treasury Stock                                    3,243                  -
  Deferred revenue                                   -                   (2,500)
                                           ---------------     -----------------
     Total adjustments                           (154,954)               46,826
                                           ---------------     -----------------
Net cash provided by operating activities        (303,273)              (28,976)
                                           ---------------     -----------------

Cash flows from investing activities:
     Purchase of property and equipment           (15,788)               (9,962)
                                           ---------------     -----------------
Net cash used in investing activities             (15,788)               (9,962)
                                           ---------------     -----------------

Cash flows from financing activities:
     Payments of long term debt                      -                  (31,748)
     Proceeds from other current
      debt - nonrelated party                    (210,000)                 -
     Preferred Seried "D" issued for cash
      net of costs                                720,000                  -
     Proceeds (payments) of current
      debt - related party                        (31,673)                 -
                                           ---------------     -----------------
Net cash provided by (used in)
 financing activities                             478,327               (31,748)
                                           ---------------     -----------------

Net increase in cash and cash equivalents         159,266               (70,686)
Cash at beginning of year                         216,912                86,148
                                           ---------------     -----------------
Cash and cash equivalents at end of period $      376,178      $         15,462
                                           ================    =================






                 See notes to consolidated financial statements.

                                        5

<PAGE>



                       NEW YORK REGIONAL RAIL CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. BASIS OF PRESENTATION

The accompanying unaudited consolidated financial statements have been prepared
in accordance with generally accepted accounting principles for interim
financial statements and with the instructions to Form 10-QSB and Article 10 of
Regulation S-X. Accordingly, they do not include all the information and
disclosures required for annual financial statements.

In the opinion of the Company's management, all adjustments (consisting of
normal recurring accruals) necessary to present fairly the Company's financial
position as of March 31, 2004 are included.

The results of operations for the three month period ended March 31, 2004 are
not necessarily indicative of the results to be expected for the full year.

Reclassification: Certain amounts have been reclassified in 2003 to conform to
the presentation in 2004.




                                    Authorized   Number of Shares      Amount
                                    ----------   ----------------     --------
Preferred C                            500,000          440,000       440,000
Preferred D                              2,500              750             1
Common $.0001 par value            200,000,000      200,000,000        20,000
Treasury Stock, at cost                                 155,210        26,355


2. CAPITAL STOCK

In March 2004, the Company entered into an investor relations consulting
contract with Wildstein Advisory Services, Inc ("WASI"). The contract runs until
December 31, 2004. Under the terms of the contract WASI received warrants to
purchase 1,000,000 shares of common stock at an exercise price of $.0001 per
share. On the date of the execution of the agreement, the closing price for the
Company's common stock was $0.10. Accordingly, the Company recorded a charge to
consulting expense of $100,000.

In January 2004, the Company entered into an employment agreement with Joel
Marcus, the Company's chief financial officer. The agreement provides for
compensation of $1,500 per month and Mr. Marcus was issued an option to purchase
250,000 shares of common stock at an exercise price of $.0001 per share. On the
date of the grant the closing price for the Company's common stock was $0.625,
accordingly the Company recorded a $15,625 charge to compensation expense in
connection with the issuance of the option.

In February 2004, Mr. Marcus exercised the remaining 38,597 options granted in
accordance with the terms of his 2002 employment agreement. The exercise prices
ranged from $.0495 per share to $0.074 per share. Mr. Marcus exercised these
warrants using $2,384 of accrued consulting fees.

In January 2004, accrued dividends on 440,000 shares of Series C Preferred Stock
totaling $118,131 were converted into 2,050,887 shares of common stock. Upon
conversion the holder of the shares of Series C Preferred Stock received a
warrant to purchase an additional 2,828,968 shares of common stock at an
exercise price of $0.12 per share.

                                       6

<PAGE>

In February 2004, promissory notes and accrued interest in the amount of
$464,640 were converted into warrants to purchase 4,646,400 shares of common
stock at an exercise price of $.0001 per share. On such date the closing price
for the Company's common stock was $0.08.

In February 2004, promissory notes and accrued interest in the amount of
$225,060 held by John Marsala were converted into 2,250,600 shares of common
stock. On such date the closing price for the Company's common stock was $0.08.

In February 2004, notes payable to Ronald Bridges a related party totaling
$42,000 in principal plus accrued interest were converted intowarrants to
purchase 420,000 shares of common stock at an exercise price of $.0001 per
share. On the date of the conversion the closing price for the Company's common
stock was $0.08.

In February 2004, the Company purchased the remaining 49% of the stock of JS
Transportation, Inc. in exchange for 1,420,408 shares of common stock and
warrants to purchase 2,579,592 shares of common stock at an exercise price of
$.001 per share and the return to treasury of 860,000 shares of the Company's
common stock. On the date of the acquisition the closing price for the Company's
common stock was $0.08.

On February 4, 2004, the Company entered into an employment agreement with
Donald Hutton. The agreement provides for annual compensation of $115,000 plus
other benefits. In addition, he is eligible for incentive bonuses.

In February 2004, Convertible Notes in the amount of $210,000 plus accrued
interest held by Dominic Massa were settled at a discount.

Series D Preferred Stock

In February 2004, the Board of Directors designated 2,500 shares of preferred
stock as Series D Preferred Stock. The shares of Series D Preferred Stock have
no annual dividend. Upon liquidation or dissolution, each share of Series D
Preferred Stock is entitled to a distribution of 110% of the face amount. Each
share of Series D Preferred Stock is entitled to 120,000 votes on any matter
submitted to a vote of the stockholders provided that at least 1,700 shares of
Series D Preferred Stock have been issued and there are no shares of Series C
Preferred Stock outstanding. The shares can convert into shares of common stock
under various terms. (See Note - M "Subsequent Events" and the Company's 8-K
filed February 19, 2004 for further details.) As of March 31, 2004, 750 shares
of Series D Preferred Stock have been issued.

Pursuant to an agreement dated February 4, 2004 Transit Rail, LLC purchased 750
shares of Series D Preferred Stock at a purchase price of $1,000 per share and
agreed to purchase up to 1,750 additional shares of Series D Preferred Stock. In
connection with the transaction Transit Rail LLC received a proxy from the
holder of the shares of Series C Preferred Stock granting it the right to vote
approximately 39.8% of the Company's voting securities. Upon the purchase of
1,700 shares of Series D Preferred Stock and the conversion of all of the
outstanding shares of Series C Preferred Stock each share of Series D Preferred
Stock shall be entitled to 120,000 votes, which would represent 50.5% of the
Company's voting securities based upon the number of shares of common stock
presently outstanding. Gordon Reger controls Transit Rail, LLC. Reger
Enterprises, LLC, an affiliate of Transit Rail LLC, holds an option to develop a
two and one-half acre site at the Company's Bush Terminal Facility which it may
exercise if the Company's lease dispute with the City of New York is settled and
the City of New York approves the contemplated use of the site. The use and
transportation fees payable to the Company, if the option is exercised, will be
established at fair market value and subject to approval of the majority of the
Company's disinterested directors.

See Form 8-K "Items 1, 5, and 7. CHANGES IN CONTROL OF REGISTRANT, OTHER EVENTS
AND REGULATION FD DISCLOSURE and FINANCIAL STATEMENTS, PRO FORMA FINANCIAL
INFORMATION AND EXHIBITS", respectively filed February 19, 2004, with date of
report February 4, 2004, incorporated by reference.

                                       7

<PAGE>

CRITICAL ACCOUNTING POLICIES

A summary of significant accounting policies is included in Note 2 to the
audited financial statements included in the Company's annual report on Form
10-KSB for the year ended December 31, 2003. Management believes the application
of these policies on a consistent basis enables the Company to provide reliable
and useful information about the Company's operating results and financial
conditions.


3. LEGAL MATTERS AND OTHER CONTINGENCIES

Regulation S-B requires only updates of existing or new legal matters, which
occurred since the last report be contained in this report on Form 10 QSB.Please
see the Company's annual report on Form 10-KSB for year ended December 31, 2003
for further information on legal matters and other contingencies.

4. SEGMENT INFORMATION

The following information is presented in accordance with SFAS No. 131,
"Disclosures About Segments of an Enterprise and Related Information", which was
adopted by the Company during 1999.

The following tables provide summarized information concerning the Company's
reportable segments.


                                   Railroad         Trucking             Total
                                 ------------   ---------------      -----------
As of March 31, 2004
-------------------------
Segment assets                   $4,283,926       $1,563,138         $5,847,064


Three months ended March 31, 2004
- -------------------------------
Operating revenues               $  303,952        2,007,811          2,311,763
Gross profit                        119,428         315,865             435,293
Segment profit (loss)              (445,182)        296,863            (148,319)
Interest expense                    (18,013)         (3,351)            (21,364)
Depreciation and amortization        60,475          64,248             124,723



                                  Railroad         Trucking             Total
                                 ------------   ---------------      -----------
As of March 31, 2003
------------------------
Segment assets                  $ 3,442,145      $ 1,625,040         $5,066,185


Three months ended March 31, 2003
---------------------------------
Operating revenues              $   425,541      $   864,168         $1,289,709
Gross profit                        298,519          135,342            433,861
Segment profit (loss)               (60,286)         (15,516)           (75,802)
Interest expense                     28,011           24,928             52,939
Depreciation and amortization        60,264           86,672            146,936

                                       8

<PAGE>

Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

SELECTED FINANCIAL DATA

The following discussion contains forward-looking statements that involve a
number of risks and uncertainties. While these statements represent the
Company's current judgment in the future direction of the business, such risks
and uncertainties could cause actual results to differ materially from any
future performance suggested herein. Certain factors that could cause results to
differ materially from those projected in the forward-looking statements include
the level of freight shipments, competition, future contractual terms with
landfill authorities, impact of government regulations, availability of capital
to finance growth and general economic conditions.

The following should be read in conjunction with the attached financial
statements and notes thereto of the Company.


General
-------

The Company operates a short-line railroad, which transports freight via
rail/barges across New York Harbor and a regional trucking company in the
business of short-haul freight transportation and landfill management.


RECENT DEVELOPMENTS

Change in Control
-----------------

Pursuant to an agreement dated February 4, 2004 Transit Rail, LLC purchased 750
shares of Series D Preferred Stock at a purchase price of $1,000 per share and
agreed to purchase up to 1,750 additional shares of Series D Preferred Stock. In
connection with the transaction Transit Rail LLC received a proxy from the
holder of the shares of Series C Preferred Stock granting it the right to vote
approximately 39.8% of the Company's voting securities. Upon the purchase of
1,700 shares of Series D Preferred Stock and the conversion of all of the
outstanding shares of Series C Preferred Stock each share of Series D Preferred
Stock shall be entitled to 120,000 votes, which would represent 50.5% of the
Company's voting securities based upon the number of shares of common stock
presently outstanding.

Affiliates of Transit Rail, LLC own or operate a fleet of approximately 575
railcars that transport construction and demolition material generated from
high-cost disposal markets in the Northeastern United States to low-cost
landfills located in the Midwest. Such affiliates own and operate rail-served
transfer stations in Connecticut and Massachusetts which handle construction and
demolition material. They also provide rail disposal services for the largest
transfer station in New York City and operate a municipal solid waste landfill
in Ohio. The Company expects that in addition to its investment, Transit Rail,
LLC or its affiliates in conjunction with the Company will submit proposals and
bid on projects, which are in the waste transportation and disposal areas,
utilizing the Company's unique rail assets.


See Form 8-K "Items 1, 5, and 7. CHANGES IN CONTROL OF REGISTRANT, OTHER EVENTS
AND REGULATION FD DISCLOSURE and FINANCIAL STATEMENTS, PRO FORMA FINANCIAL
INFORMATION AND EXHIBITS", respectively with filed February 19, 2004, with date
of report February 4, 2004, incorporated by reference.

                                       9

<PAGE>

Business Strategy-Rail
----------------------

The Company intends to capitalize on the New York City metropolitan area's need
for faster, lower cost services for the movement of freight between New York
City and New Jersey. Based upon the implementation of recommendations of studies
prepared by the City of New York, Port Authority of NY/NJ and the Army Corps of
Engineer reconstruction and expansion of the rail infrastructure is underway and
additional projects may be commenced. The studies recommend that a substantial
portion of freight which is presently transported by truck be transported by
rail. The Company believes that there will be significant opportunity for growth
as a result of these projects.

The Company plans to seek opportunities for growth based on New York City's need
to find alternative means for the removal of the approximately 26,000 tons of
waste that it produces daily. New York City has completed plans for the disposal
of its waste. The main impetus for the plans was the closing of New York City's
primary landfill, the Fresh Kills Landfill, in March 2001. Although New York
City's plan intends for such waste to be shipped to out-of-state landfills, this
plan has encountered several roadblocks, including litigation, a fragile highway
and bridge infrastructure and resistance from the public. New York City has been
soliciting long-term proposals and plans to handle the shipping of waste. The
Company's plan is to utilize its services to assist New York City in such plans
while addressing the issues and concerns raised by proponents of such plans.

The Company is exploring expanding its services to include providing barge
unloading facilities. Management believes that barge unloading services are
synergistic with the Company's rail and trucking operations and offer a
significant opportunity to increase revenue from new services as well as
increase revenue from its existing services.

Based upon these opportunities and the Company's independent development of
originating shipments including containerized freight, the Company believes that
the Company's rail operations are positioned to attain profitability. However,
there can be no assurance that the Company will achieve profitability in the
next 12 months, or at all.

Business Strategy- Trucking
---------------------------

The Company's primary strategy to expand the Company's trucking operations is to
focus on increasing revenues by providing dispatching services and transloading
services in conjunction with the Company's rail operations. The Company's
strategy to expand its trucking operations and to meet its future equipment and
manpower needs also includes subcontracting with additional companies, leasing
equipment directly and acquiring other smaller trucking companies. In 2003 the
Company commenced utilizing the Company's relationships with independent
operators and subcontractors to provide dispatching services. These services are
provided to assist larger companies which often need trucks and drivers, in
times of peak demand, and companies, which do not own fleets or employ drivers.
The Company's strategy is to have these companies (which include waste,
container and shipping companies) retain JST to provide them with such
transportation needs for a fixed rate. Management believes that it can charge
premium rates for its dispatching services. The dispatching services provide the
Company with the opportunity to fully utilize its own fleet as well as those of
its independent operators and contractors.


Recent Accounting Pronouncements

In December 2003, the FASB revised SFAS No. 132, "Employers' Disclosures about
Pensions and other Postretirement Benefits," ("SFAS No. 132") establishing
additional annual disclosures about plan assets, investment strategy,
measurement date, plan obligations and cash flows.

                                       10

<PAGE>

In addition, the revised standard established interim disclosure requirements
related to the net periodic benefit cost recognized and contributions paid or
expected to be paid during the current fiscal year. The new annual disclosures
are effective for financial statements with fiscal years ending after December
15, 2003 and the interim period disclosures are effective for interim periods
beginning after December 15, 2003. The Company will adopt the annual disclosures
for its fiscal year ending December 31, 2004 and the interim disclosures for
its fiscal quarter ending March 31, 2004. The adoption of the revised SFAS No.
132 will have no impact on the Company's results of operation or financial
condition.

THREE MONTHS ENDED MARCH 31, 2004 COMPARED TO THE THREE MONTHS ENDED MARCH 31,
2003


RESULTS OF OPERATIONS

     The components of the Company's operating revenues and expenses by business
segment during the three months ending March 31, 2004 were:

                                 Railroad        Trucking

Operating revenues              $ 303,952       $2,007,811
Operating expenses              $ 184,524       $1,691,946
Gross profit                    $ 119,428       $  315,865


     The components of the Company's operating revenues and expenses by business
segment during the three months ending March 31, 2003 were:

                                 Railroad        Trucking

Operating revenues              $ 425,541       $ 864,168
Operating expenses              $ 127,022       $ 728,826
Gross profit                    $ 298,519       $ 135,342


     During the three months ended March 31, 2004, the Company had $2,311,763 in
revenue compared to $1,289,709 in revenue during the corresponding quarter ended
March 31, 2003, an increase of $1,022,054 or 79.2%. This increase was primarily
due to the "Dispatch Services" from JST, which resulted in approximately
$880,000 of additional revenue. During the three months ended March 31, 2004,
JST's revenues increased 1,143,643 or 132.3%.

     Operating expenses for the three months ended March 31, 2004 were
$1,876,470 compared to $855,848 for the three months ended March 31, 2003, an
increase of $1,020,622 or 119.3%. This increase in expense is primarily due to
the increased costs associated with JST's 132.3% increase in revenue and
increased marine towing, manpower, fuel and carhire costs due to operating
inefficiencies for rail operations. Management intends to evaluate means of
reducing the railroad's operating inefficiencies. (See Item 5 of the Company's
annual report on Form 10-KSB for year ended December 31, 2003 for further
information on legal matters and other contingencies.)

                                       11

<PAGE>

     Operating expenses as a percentage of operating revenues were 66.4% for the
three months ended March 31, 2003. For the three months ended March 31, 2004,
operating expenses increased to 81.2% of operating revenues due the increased
costs associated with JST's increased revenue and increased marine towing,
manpower, fuel and carhire costs due to operating inefficiencies for rail
operations.

     Administrative expenses increased in the three months ended March 31, 2004,
by $368,450. As a percentage of operating revenues, administrative expenses
increased to 36.8% for the three months ended March 31, 2004, from 37.4% for the
three months ended March 31, 2003. The increase of $368,450 is primarily from
and increased legal and professional fees associated with the series of
significant transactions, a $115,625 charge for compensation $100,000 for
investor relations services and $15,625 for accounting services and a non-cash
deferred rent charge of $21,777.

     Net interest expense was $21,364 for the three months ended March 31, 2004,
as compared to $52,939 for the three months ended March 31, 2003. This decrease
is attributed to lower debt balances due to conversions and pay-downs on loans.

     The Company recognized a net loss for the three months ended March 31, 2003
of $75,802 versus a loss for the three months ended March 31, 2004 of $148,319
due to the factors listed above.


LIQUIDITY AND CAPITAL RESOURCES

The Company had net cash used in operating activities of $303,273 during the
three months ended March 31, 2004 compared to net cash used in operating
activities of $28,976 for the three months ended March 31, 2003. The increase of
$304,297 was primarily caused by an increase in net loss, an increase in
accounts receivable from trucking operations and gain on forgiveness of debt,
which was reduced primarily by increases in and non-cash compensation, deferred
rent and accounts payables.

The Company had net cash used in investing activities of $15,788 during the
three months ended March 31, 2004 as compared to net cash used in investing
activities of $9,962 for the three months ended March 31, 2003. The increase of
$5,826 was the result of an increase in the purchase of machinery and equipment.

The Company had net cash provided by financing activities of $478,327 during the
three months ended March 31, 2004 as compared to net cash used in financing
activities of $31,748 for the three months ended March 31, 2003. The increase of
$540,075 was caused primarily by the sale of preferred stock for $750,000 during
the three months ended March 31, 2004 offset a $30,000 charge for professional
fees and by payments approximately $242,000 of current debt.

The Company's total assets on March 31, 2004 were $5,847,064, an increase of
$938,439 from $4,908,625 on December 31, 2003. Total current assets of the
Company on March 31, 2004 increased by $822,994 to $2,139,025 from $1,316,031 on
December 31, 2003. The increased assets are primarily attributable to an
increase in accounts receivable and in cash as a result of the sale of shares of
Series D Preferred Stock. Other assets were $557,376 on March 31, 2004 as
compared to $324,663 on December 31, 2003. This increase is due to goodwill from
the JST acquisition.

On March 31, 2004, the Company had total liabilities of $7,422,372 as compared
to $7,868,558 on December 31, 2003. On March 31, 2004, current liabilities were
$6,290,513 as compared to $6,067,249 on December 31, 2003.

The Company's working capital deficit on March 31, 2004 decreased by $599,730
to $4,151,488 from $4,751,218 on December 31, 2003.

The Company's total stockholders deficit on March 31, 2004 decreased by
$1,384,625 to $1,5575,308 from $2,959,933 on December 31, 2003.

                                       12

<PAGE>

As of December 31, 2003 the Company had the following current liabilities:

                 Accounts payable                                 $ 1,176,290

                 Accrued expenses                                 $ 3,266,453

                 Notes payable and current maturities
                 of long-term debt                                $   678,714

                 Payroll taxes payable                            $ 1,169,056


Accounts payable are being paid generally in accordance with their terms. The
Company reasonably expects to continue to pay these amounts from cash flow from
operations.

Accrued expenses include $1,107,590 for accrued real estate taxes payable to New
York and New Jersey.

The City of New York has billed the Company in excess of $3,200,000 for property
taxes dating back to 1984. The Company claims that the tax assessments are for
the most part erroneous because they relate either to real property that the
Company had not owned or leased, or to property that is not subject to the real
property tax. The Company further claims that New York City taxing authorities
have assessed taxes based on flawed valuations, resulting in substantial
overcharges. The New York State Board of Equalization and Assessment has
proposed significant reductions to these valuations, subject to the approval of
the New York City Corporation Counsel. Management expects, but cannot give
assurance, that the outstanding liabilities will be settled for a lesser amount.
Pending a settlement of the tax arrears, the Company has recorded a liability on
its books of $556,200 for these real estate taxes. As of May 19, 2004, the
Company is actively attempting to settle this dispute.

The State of New Jersey has assessed the Company approximately $63,000 per year
since 1996 for real estate taxes. The Company believes that the proper tax
should be approximately $17,000 annually. Pending a settlement, the Company has
recorded a liability on its books of $551,390 for these real estate taxes. As of
May 19, 2004, the Company is actively attempting to settle this dispute. (See
Note I of the Form 10KSB for the year ended December 31, 2003 for additional
information in regards to this matter.)

Accrued expenses also include a "Reserve for Legal Contingencies and Other
Commitments" of approximately $1,958,000. In accordance with recently issued
accounting pronouncements of the FASB, specifically SFAS Statement No. 150,
which establishes standards for how an issuer classifies and measures certain
financial instruments with characteristics of both liabilities and equity the
Company has re-classified $1,500,000 of temporary equity to "Reserve for Legal
Contingencies and Other Commitments". Additionally, the Company also
reclassified approximately $456,000 of short-term debt and accrued interest.
(See Note I of the Form 10KSB for the year ended December 31, 2003 for
additional information in regards to this matter.)

Accrued expenses include approximately $103,000 owed for accrued interest on
convertible notes. The Company anticipates that most of the accrued interest
will be satisfied through the issuance of common shares. However, there can be
no assurance that this will occur.

Notes payable and current maturities of long-term debt totaling $678,714
includes $209,505 of current maturities of long-term debt primarily for
equipment leases or settlement payments on outstanding debts and are payable
over 12 months. It also includes $235,000 of convertible notes, which the
Company anticipates will be converted into equity. However, there can be no
assurance that this will occur.

The Company has an accrual for payroll taxes payable in the amount of
$1,169,056. The dispute regarding the payroll taxes stems from 1996 and prior,
when the Company was first delinquent in payment of such taxes. The past due
taxes then had interest and penalties applied. Subsequently, the Company began
paying its payroll tax; however these payments were applied to the past due
amounts, causing penalties and interest to be imposed on the current liability.
If properly applied only interest would have been charged on the older past due
taxes. This misapplication continued until 1998 when the Company was successful
in obtaining relief for a portion of this misapplication. The Company received a
refund in 1999. The Company believes it is still due a substantial refund for
past-misapplied payments and expects that the final settlement will be
substantially less than the amount, which it has accrued. As of May 19, 2004,
the Company is actively attempting to settle this dispute. However, there can be
no assurance that the Company will achieve a satisfactory settlement.

                                       13

<PAGE>

The lease portion of the 2003 Agreement signed with Conrail provides a 20-year
land lease, with a 10-year option, to the Company for the use of Conrail's
railroad operating property and water rights in Greenville, New Jersey. Pursuant
to the lease, in September 2003, the Company exercised an option to lease an
additional five acres in the Greenville Yard. The agreement contains rent
concessions early in the lease term and then the base rent is $168,500 annually
in 2008. Rent expense under the lease has been recognized on a straight-line
basis to account for the rent concessions provided during the lease term,
resulting in a $21,777 non-cash deferred rent charge during the three months
ended March 31, 2004.

Long-term liabilities include a perfected judgment by the Port Authority of New
York and New Jersey ("PANYNJ"). In April 2002, the Company entered into an
agreement with PANYNJ. Under the agreement the PANYNJ will be paid five percent
(5%) of the Company's revenues collected by Norfolk Southern Corporation on
behalf of the Company's customers which will be applied against the amount of
the judgment. This agreement was extended on October 1, 2003 for an additional
year. All payments will be applied to the amounts due PANYNJ by virtue of their
judgments. The Company's current liability is estimated to be $337,000 and
assumes no interest charges. The term of the repayment agreement is eighteen
months. During the term of the agreement the parties intend to continue
negotiations on a final settlement. As of May 19, 2004, the Company is actively
attempting to settle this dispute.

Long-term liabilities is made up predominately of approximately $644,000 in the
long term portion of notes payable including interest and $377,076 of the long
term portion of lease commitments.

There are administrative remedies available to the Company's creditors
including, but not limited to, judgments, liens and levies, which can be placed
on the Company's bank accounts. Historically, these remedies have been used by
the creditors of the Company and have resulted in additional cash flow hardships
for the Company. There can be no assurance that any of these remedies may not be
used in the future. Absent resolution of these matters and assuming the
agencies, vendors and taxing authorities fully prevail in court proceedings,
monetary damages could approximate $6 million, but management currently
anticipates that these matters will be resolved at a comparatively lower sum and
further believes absent satisfactory resolution it would ultimately prevail in
the judicial process. The failure of the Company to achieve satisfactory
settlements or prevail with respect to pending or threatened litigation may have
a material adverse effect on the Company.

The Company does not have any significant available credit or bank financing,
except for lease financing for the Company's trucking operations. However, the
Company may qualify for low interest loans through the Federal Rail
Administration for short-line railroads and grants from New York and New Jersey
State Department of Transportation for capital improvements. Due to historical
operating losses, the Company's operations have not been a source of liquidity.
Until such time as the Company becomes profitable, the Company's continued
operations will depend upon the availability of additional funding. In order to
obtain capital, the Company may need to sell additional shares of its common
stock or borrow funds from private lenders. There can be no assurance that the
Company will be able to obtain additional funding, if needed, or, if available,
on terms satisfactory to the Company. There can be no assurance that the
Company's operations will be able to generate sufficient revenues to be
profitable. Based on the Company's anticipated operations and assuming the
receipt of the financing from the sale of 1,750 shares of Series D Preferred and
prevailing in outstanding litigation and/or obtaining satisfactory settlements
with its creditors, the Company believes that it will have sufficient financing
for the next 12 months.

The Company has a working capital deficit and has required additional financing.
Until recently, the only source of funds available to the Company has been
though issuance of floating rate convertible debentures or by issuing shares in
return for services.

In February 2004, the Company purchased the remaining 49% of the stock of JS
Transportation, Inc. in exchange for 4,000,0000 shares of common stock and the
return to treasury of 860,000 shares of the Company's common stock.

The Company has options and warrants to purchase an aggregate of 14,855,830
shares of common stock outstanding primarily as a result of past financings. The
options and warrants are exercisable at approximately $0.15 per share. In the
event that all of the options and warrants are exercised, then the Company would
receive gross proceeds of approximately $2,230,000. The Company presently does
not have a sufficient number of authorized shares of common stock for the
issuance of the shares of common stock upon the exercise of the options and
warrants, but intends to authorize additional shares of common stock.

                                       14

<PAGE>

Item 3.  CONTROLS AND PROCEDURES

(a) Under the supervision and with the participation of our management,
including our principal executive officer and principal financial officer, we
conducted an evaluation of our disclosure controls and procedures, as such term
is defined under Rule 13a-14(c) promulgated under the Securities Exchange Act of
1934, as amended (the "Exchange Act"), within 90 days of the filing date of this
report. Based on their evaluation, our principal executive officer and principal
accounting officer concluded that New York Regional Rail's disclosure controls
and procedures are effective.

(b) There have been no significant changes (including corrective actions with
regard to significant deficiencies or material weaknesses) in our internal
controls or in other factors that could significantly affect these controls
subsequent to the date of the evaluation referenced in paragraph (a) above.



                           Part II: Other Information

Item  1.   Legal Proceedings:

Regulation S-B requires only updates of existing or new legal matters, which
occurred since the last report be contained in this report on Form 10 QSB.
Please see the Company's annual report on Form 10-KSB for year ended December
31, 2003 for further information on legal matter and other contingencies.

Item  2.   Changes in Securities:

In March 2004, the Company entered into an investor relations consulting
contract with Wildstein Advisory Services, Inc ("WASI"). The contract runs until
December 31, 2004. Under the terms of the contract WASI received warrants to
purchase 1,000,000 shares of common stock at an exercise price of $.0001 per
share. On the date of the execution of the agreement, the closing price for the
Company's common stock was $0.10. Accordingly, the Company recorded a charge to
consulting expense of $100,000.

In January 2004, the Company entered into an employment agreement with Joel
Marcus, the Company's chief financial officer. The agreement provides for
compensation of $1,500 per month and Mr. Marcus was issued an option to purchase
250,000 shares of common stock at an exercise price of $.0001 per share. On the
date of the grant the closing price for the Company's common stock was $0.625,
accordingly the Company recorded a $15,625 charge to compensation expense in
connection with the issuance of the option.

In February 2004, Mr. Marcus exercised the remaining 38,597 options granted in
accordance with the terms of his 2002 employment agreement. The exercise prices
ranged from $.0495 per share to $0.074 per share. Mr. Marcus exercised these
warrants using $2,384 of accrued consulting fees.

In January 2004, accrued dividends on 440,000 shares of Series C Preferred Stock
totaling $118,131 were converted into 2,050,887 shares of common stock. Upon
conversion the holder of the shares of Series C Preferred Stock received a
warrant to purchase an additional 2,828,968 shares of common stock at an
exercise price of $0.12 per share.

In February 2004, promissory notes and accrued interest in the amount of
$464,640 were converted into warrants to purchase 4,646,400 shares of common
stock at an exercise price of $.0001 per share. On such date the closing price
for the Company's common stock was $0.08.

In February 2004, promissory notes and accrued interest in the amount of
$225,060 held by John Marsala were converted into 2,250,600 shares of common
stock. On such date the closing price for the Company's common stock was $0.08.

                                       15

<PAGE>

In February 2004, notes payable to Ronald Bridges a related party totaling
$42,000 in principal plus accrued interest were converted into warrants to
purchase 420,000 shares of common stock at an exercise price of $.0001 per
share. On the date of the conversion the closing price for the Company's common
stock was $0.08.

In February 2004, the Company purchased the remaining 49% of the stock of JS
Transportation, Inc. in exchange for 1,420,408 shares of common stock and
warrants to purchase 2,579,592 shares of common stock at an exercise price of
$.001 per share and the return to treasury of 860,000 shares of the Company's
common stock. On the date of the acquisition the closing price for the Company's
common stock was $0.08.


Pursuant to an agreement dated February 4, 2004 Transit Rail, LLC purchased 750
shares of Series D Preferred Stock at a purchase price of $1,000 per share and
agreed to purchase up to 1,750 additional shares of Series D Preferred Stock.

See Notes to Financial Statements of this report, Note 2, Capital Stock, Series
D Preferred Stock and Form 8-K "Items 1, 5, and 7. CHANGES IN CONTROL OF
REGISTRANT, OTHER EVENTSAND REGULATION FD DISCLOSURE and FINANCIAL STATEMENTS,
PRO FORMA FINANCIAL INFORMATION AND EXHIBITS", respectively filed February 19,
2004, with date of report February 4, 2004, incorporated by reference.


The sale of these securities was exempt from the registration requirements of
the Security Act of 1933 as amended ("the Act") pursuant to Section 4 (2)
thereof. The shares issued in these transactions were acquired for investment
purposes only and without a view to distribution. The persons that acquired
these shares were fully informed about matters concerning the Company, including
its business, financial affairs and other matters and acquired the securities
for their own accounts. The securities referred to in this paragraph are
"restricted" securities as defined in Rule 144 promulgated under the Act. No
underwriters were used and no commissions were paid in connection with the
issuance of these shares.



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

 31.1             Certification by the Principal Executive Officer
                  pursuant to Section 302 of the Sarbanes-Oxley
                  Act of 2002
 31.2             Certification by the Chief Financial Officer
                  pursuant to Section 302 of the Sarbanes-Oxley
                  Act of 2002
 32.1             Certification by the Principal Executive Officer
                  pursuant to 18 U.S.C. Section 1350, Section 906
                  of the Sarbanes-Oxley Act of 2002
 32.2             Certification by the Chief Financial Officer
                  pursuant to 18 U.S.C. Section 1350, Section 906
                  of the Sarbanes-Oxley Act of 2002



(b) Reports on Form 8-K:


See Form 8-K "Items 1, 5, and 7. CHANGES IN CONTROL OF REGISTRANT, OTHER EVENTS
AND REGULATION FD DISCLOSURE and FINANCIAL STATEMENTS, PRO FORMA FINANCIAL
INFORMATION AND EXHIBITS", respectively with filed February 19, 2004, with date
of report February 4, 2004, incorporated by reference.

                                       16

<PAGE>

                                   Signatures


         Pursuant to the requirements of the Securities and Exchange Act of
1934, the Registrant has duly caused this Report to be signed on its behalf by
the undersigned thereunto duly authorized.


Date: May 24, 2004                 By:/s/Wayne Eastman
                                          -----------------------
                                          Wayne Eastman
                                          President

Date: May 24, 2004                  By:/s/Joel Marcus
                                          -----------------------
                                          Joel Marcus
                                          Chief Financial Officer


                                       17