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



                                   FORM 10-QSB/A-2



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

               For the quarterly period ended: September 30, 2001


                        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)


Indicate by check mark whether the Issuer (1) has filed all reports  required to
be filed by Section 14 or 15 (d) of the  Exchange  Act during the past 12 months
(or for such  shorter  period  that the  registrant  was  required  to file such
reports),  and (2) has been  subject  such filing  requirements  for the past 90
days.

                                                  Yes [ X ] No [ ]


There were 171,426,189 shares of the Registrant's Common Stock outstanding as of
September 30, 2001


<PAGE>


                                      INDEX

Part  I: Financial Information

Item 1.  Financial Statements:

 Unaudited Consolidated Balance Sheet - as of September 30, 2001               2

 Unaudited  Consolidated  Statements  of  Operations,  Nine Months Ended
 September 30, 2001 and 2000 and the three months
 ending September 30, 2001 and 2000                                            3

 Unaudited Consolidated Statement of Cash Flows, Nine Months Ended
 September 30, 2001 2000                                                       4

 Notes to Consolidated Financial Statements                                  5-8

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

Part II:
 Other Information                                                            14

Item 1.  Legal Proceedings                                                    14

Item  2. Change in Securities                                                 14

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                                                                    15


<PAGE>

                    NEW YORK RAIL CORPORATION AND AFFILIATES
                           CONSOLIDATED BALANCE SHEET
                               SEPTEMBER 30, 2001
                                   (Unaudited)



                                     ASSETS

CURRENT ASSETS:
 Accounts receivable - trade, net of allowance
   for doubtful accounts of $91,463                        $            439,933
 Note receivable                                                         28,000
 Other current assets                                                    23,443
                                                             -------------------
TOTAL CURRENT ASSETS                                                    491,376

PROPERTY AND EQUIPMENT, net                                           3,390,889

OTHER ASSETS                                                            927,369
                                                             -------------------
                                                           $          4,809,634
                                                             ===================


                      LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES:
 Cash overdraft                                            $             41,350
 Accounts payable and accrued expenses                                2,427,822
 Notes payable and current maturities of long term debt               1,558,106
 Payroll and payroll taxes payable                                    1,022,737
                                                             -------------------
 TOTAL CURRENT LIABILITIES                                            5,050,015
                                                             -------------------

DEFERRED RENT PAYABLE                                                   120,153

LONG TERM DEBT, NET OF CURRENT MATURITIES                               973,412

TEMPORARY EQUITY                                                      1,512,500

STOCKHOLDERS' DEFICIIT:
 Common stock, $ .0001 par value;
  authorized 200,000,000 shares;
  issued and outstanding 171,426,189 shares                              17,143
 Preferred stock series C convertible                                   500,000
 Additional paid-in capital                                          12,253,088
 Accumulated deficit                                                (15,616,677)
                                                             -------------------
  TOTAL STOCKHOLDERS' DEFICIT                                        (2,846,446)
                                                             -------------------
                                                           $          4,809,634
                                                             ===================












                 The accompanying notes are an integral part of
                           the financial statements.
                                        2
<PAGE>
                    NEW YORK RAIL CORPORATION AND AFFILIATES

                      CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>


                       Three Months Ended September 30,   Nine Months Ended September 30,
                      --------------------------------- ---------------------------------
                               2001            2000           2001            2000
                      --------------------------------- ---------------------------------
                           (Unaudited)      (Unaudited)    (Unaudited)     (Unaudited)
                                                                            (Restated)

<S>                       <C>            <C>            <C>             <C>
OPERATING REVENUES        $    822,169   $   1,907,424  $   3,189,163   $   6,781,199

OPERATING EXPENSES             683,113       1,617,485      2,578,867       5,801,277
                         -------------    ------------- -------------    ------------

INCOME FROM OPERATIONS         139,056         289,939        610,296         979,922

ADMINISTRATIVE EXPENSES        258,343         182,760      1,063,641         944,873
                         -------------    ------------- -------------    ------------
INCOME (LOSS) FROM
 OPERATIONS                   (119,287)        107,179       (453,345)         35,049

Other income (expenses):
INTEREST EXPENSE               (55,908)        (65,936)      (167,999)       (952,993)
BENEFICIAL CONVERSION             -               -              -            (17,333)
(LOSS) GAIN ON DISPOSAL OF
  FIXED ASSETS                  14,805            -           (49,695)           -
                         -------------    ------------- -------------    ------------
                                41,103         (65,936)      (217,694)       (970,326)
                         -------------    ------------- -------------    ------------
INCOME (LOSS) BEFORE
 MINORITY INTEREST            (160,390)         41,783       (671,039)       (935,277)

MINORITY INTEREST IN
 INCOME (LOSS) OF
 SUBSIDIARY                     (7,652)         66,190        (85,234)        145,989
                         --------------   ------------- -------------    -------------

NET INCOME (LOSS)             (152,738)        (24,407)      (585,805)     (1,081,266)

Deemed preferred stock
 dividend                       12,500          12,500         37,500          16,667
                         --------------   ------------- -------------    -------------
Net loss to common
 shareholders             $   (165,238)  $     (36,907) $    (623,305)  $  (1,097,933)
                         ==============   ============= =============    =============

INCOME (LOSS) PER COMMON
SHARE-BASIC AND DILUTED   $       0.00   $       (0.00) $      (0.00)   $       (0.01)
                         ==============   ============= =============    =============

WEIGHTED AVERAGE NUMBER
 OF COMMON SHARES           171,426,189     161,500,000   171,127,043      161,500,000
                         ==============   ============= =============    =============


</TABLE>


               The accompanying notes are an integral part of the
                             financial statements.

                                        3

<PAGE>
                    NEW YORK RAIL CORPORATION AND AFFILIATES

                      CONSOLIDATED STATEMENT OF CASH FLOWS
                                   (Unaudited)
                                                 Nine Months Ended September 30,
                                                --------------------------------
                                                    2001                 2000
                                                --------------------------------
                                                 (Unaudited)         (Unaudited)
                                                                      (Restated)
CASH FLOWS FROM OPERATING ACTIVITIES:
 Net loss                                     $   (585,805)        $ (1,081,266)
                                                ------------        ------------
 Adjustments to reconcile
  net loss to net cash (used in) provided  by
  operating activities:
   Depreciation and amortization                   415,458              336,665
   Non-cash compensation                           180,950                 -
   Bad debt expense                                315,278                 -
   Minority interest in subsidiary                 (85,234)             145,989
   Warrants and options issued for debt               -                 717,038
   Beneficial conversion feature                      -                  17,333
   Common stock issued for services                   -                 143,480
   Disposal of fixed assets                        117,195               -
Changes in assets and liabilities:
 (Increase) in accounts receivable                (315,810)            (189,451)
 (Increase)/decrease in prepaid expenses            67,557              (12,727)
 (Increase) decrease in other assets                30,325              154,387
 Increase (decrease) in accounts payable          (111,478)            (728,820)
 Increase (decrease) in accrued expenses            50,527                 -
 Inrease (decrease) in payroll taxes payable       117,152               35,083
 Increase in deferred rent                          18,653                2,750
                                             ---------------        ------------
                                                   800,573             (621,727)
                                             ---------------        ------------
NET CASH PROVIDED BY (USED IN)
 OPERATING ACTIVITIES                              214,768             (459,539)
                                             ---------------        ------------
CASH FLOWS FROM INVESTING ACTIVITIES
 Proceeds from sale of fixed assets                (67,500)                -
 Cash overdraft                                     41,350                 -
 Capital expenditures                             (120,617)            (359,603)
                                              ---------------        -----------
NET CASH USED IN INVESTING ACTIVITIES             (146,767)            (359,603)
                                             ---------------        ------------

CASH FLOWS FROM FINANCING ACTIVITIES:
 Proceeds from notes payable                          -                 522,500
 Payment of long term debt                        (109,071)              (1,308)
 Proceeds from exercise of stock options              -                  12,231
 Receipts from convertible
  notes - other                                       -                 170,000
                                              ---------------        -----------
NET CASH PROVIDED BY (USED IN)
 FINANCING ACTIVITIES                             (109,071)             703,423
                                             ---------------        ------------

NET INCREASE/ (DECREASE) IN CASH                   (41,070)            (115,719)

CASH - BEGINNING OF PERIOD                          41,070              202,974
                                             ---------------        ------------

CASH - END OF PERIOD                          $       -            $     87,255
                                             ===============        ============




                     The accompanying notes are an integral
                       part of the financial statements.

                                        4


<PAGE>

                   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 September 30, 2001,  and the results of operations and cash flows
for the nine-month period ending September 30, 2001 and 2000 have been included.

The results of operations for the nine - month  period ended  September 30, 2001
are not necessarily  indicative of the results to be expected for the full year.

NEW ACCOUNTING PRONOUNCEMENTS

In June 2001, the Financial Accounting Standards Board issued Statements of
Financial Accounting Standards No. 141, Business Combinations, and No. 142,
Goodwill and Other Intangible Assets, effective for fiscal years beginning after
December 15, 2001. Under the new rules, goodwill and intangible assets deemed to
have indefinite lives will no longer be amortized but will be subject to annual
impairment tests in accordance with the Statements. Other intangible assets will
continue to be amortized over their useful lives. The Company will apply the new
rules on accounting for goodwill and other intangible assets beginning in the
first quarter of 2002. Application of the non-amortization provisions of the
Statement is not expected to have a material effect on the Company's financial
position or operations.


Loss on Disposal of Fixed Assets

During the nine months ended September 30, 2001 the Company's incurred a "loss
on disposal of fixed assets" in the amount of $49,695.
In 1999, the Company agreed to purchase three locomotives for $126,000, under
the condition that these locomotives were to be put into a usable condition. The
seller failed to comply and in 2001 negotiated a settlement, in which the
Company was granted title to the locomotives in an "as is" condition for the
previously paid $84,000. However, the Company could not find the parts needed to
fix these units and was being charged daily storage. The Company sold these
locomotives during the period for $19,500, resulting in a loss totaling $64,500.
In July 2001, the Company sold a refrigerated trailer not used in its operations
for $20,000. The book value of this trailer was $12,500, resulting in a gain in
the amount of $7,500. In September 2001, the Company sold a locomotive which was
no longer used in its operations for $28,000, which included a payment of $6,000
and a note receivable for $22,000. The note receivable is payable at the rate of
$2,000 per month for eleven months. The book value of the locomotive was
$20,695, resulting in a gain in the amount of $7,305.



2.       CAPITAL STOCK
                                                      Number of Shares
                                                         Issued and
                                      Authorized        Outstanding       Amount

         Preferred  C                     500,000           500,000      500,000

         Common $.0001 par value      200,000,000       171,426,189       17,143


a.       Changes in Securities:

                None.

3.       LEGAL MATTERS AND OTHER COMMITMENTS AND CONTINGENCIES


LEGAL

The City of New York  ("plaintiff") has brought suit against the Company,  NYCH,
and its former  President in U.S.  District Court,  Eastern District of New York
for the  purpose  of  recovering  the cost of  removal  and  cleanup  of certain
hazardous  substances and petroleum.  The suit alleges that certain parties were
instructed by the Company to dispose of the substances in an illegal manner. The
plaintiff is seeking recovery of approximately  $600,000 which it claims to have
spent on the investigation  and cleanup of the alleged disposal,  as well as all
future  investigation  and cleanup  costs and the cost of this  litigation.  The
Company is currently in settlement negotiations with the City.


                                       5

<PAGE>
In June 1997,  the Company  filed a complaint in U.S.  District  Court,  Eastern
District of New York against  Conrail,  claiming that Conrail  violated  federal
antitrust  laws by  adopting  policies  and  procedures  which were  designed to
restrain trade and undermine interstate commerce.  The suit further alleges that
Conrail  established a systematic policy of offering  predatory and preferential
rates for shippers to move freight on Conrail through its Albany route,  thereby
re-routing rail traffic away from the Company. The Company is seeking damages of
$901 million. The court declined Conrail's request for a dismissal, and required
that the Company's claims be heard by an arbitrator.  Pending  arbitration,  the
Company is exploring the  possibility  of a settlement  with CSX  Transportation
("CSXT") and Norfolk Southern  Railroad ("NSR"),  the acquirers of Conrail.  The
Company cannot give any assurance that discussions with CSXT or NSR will lead to
a settlement of the claims.

In 1993 and  again  in  1995,  the  Port  Authority  of New York and New  Jersey
("PANYNJ")  obtained  judgments  against NYCH for  approximately  $440,000.  The
judgments are for claims  involving rent arrearages on property  occupied by the
Company  at the  PANYNJ's  Atlantic  Terminal  facility  and for  accrued  lease
payments  and  miscellaneous  repairs  for a Tug Boat owned by the  PANYNJ.  The
financial  statements  reflect a liability of approximately  $800,000 related to
these  judgments  including  statutory  interest  at a rate of 9% per annum.  In
January  2000,  the  PANYNJ  enforced  its  judgments  by  placing a lien on the
Company's  accounts  receivables with Norfolk Southern ("NS").  In February 2000
the Company and the PANYNJ reached an agreement whereby,  NS remitted 20% of all
accounts receivable due the Company to the PANYNJ. To date approximately $19,000
has been  remitted  to the  PANYNJ in  partial  satisfaction  of the  judgments.
Subsequently,  the Company and PANYNJ have entered into settlement  negotiations
for a substantially  lesser amount.  During these  negotiations,  the PANYNJ has
agreed to suspend any collection efforts.

Platinum  Funding Corp.  ("Platinum")v.  New York Regional  Rail, New York Cross
Harbor  Railroad  Terminal  Corp. and CH Partners,  Inc.,  Superior Court of New
Jersey,  Law Division,  Bergen County Docket  No:BER-L-10413-98  on December 24,
1998.  The  Company  was named in a lawsuit  by its former  factoring  agent for
approximately  $250,000.  The  balance  resulted  from  a  dispute  involving  a
factoring  agreement  which the  Company  entered  into in  December  1995.  The
arrearage represents a combination of uncollected accounts receivable, factoring
fees  and  fees  charged  due  to  the  Company's   inability  to  meet  certain
predetermined  minimum  factoring levels. In March 1999, the case was dismissed.
In December  1999,  the Company  entered into an  agreement  whereby the Company
issued  300,000  shares of its common stock into escrow in the name of Platinum.
These shares were to be registered and sold on behalf of Platinum until $250,000
was attained from said sale.  Any unsold  balance of the 300,000 shares would be
returned to treasury. If the proceeds of $250,000 were not attained, the Company
would issue additional shares to be registered and sold until the total proceeds
to Platinum  would be  $250,000.  The Company has been unable to register  these
shares for sale and they still remain in escrow. Platinum refiled the lawsuit in
October 2000.  Currently,  the Company is negotiating a settlement with Platinum
and  believes a  settlement  will be  reached.  The Company  has  reflected  the
liability  to  Platinum  as a  current  liability  in  the  Company's  financial
statements.  Depending  on the  terms of the  settlement,  these  shares  may be
returned to treasury and/or this liability may be changed.

Fraser, McIntyre and Spartz v NYCH. Supreme Court of the State of New York,
County of Kings, Index no. 45966/99 action commenced November 23, 1999. This
lawsuit was filed by three persons alleging ownership in NYCH. One of the
individuals, Stephen H. Fraser is a shareholder of NYCH. The other two
individuals sold their interest to Robert R. Crawford in 1993. These two
individuals claim that they were not paid by Crawford. They allege that NYCH has
guaranteed the performance of Mr. Crawford. The plaintiffs are seeking the
restoration of their equitable interest in the subsidiary (NYCH)and unspecified
monetary damages to be determined by the court. The term "restoration of their
equitable interest" is the exact wording used in the "claim for relief" section
of the complaint. The term is not defined, any further within the complaint."
The Company has not conducted an extensive review of the allegations in the
complaint.

The Company is also a party to routine claims and suits brought against it in
the ordinary course of business. Some of these matters are covered by insurance.
In the opinion of management, the outcome of these claims is not expected to
have a material adverse effect on the Company's business, financial condition,
or results of operations. The Company has established a reserve of approximately
$315,000 for the estimated costs of litigation and settlements.

The Company's Board of Directors is reviewing transactions by former Management,
the Crawford family, as related to the litigation in the matters  entitled:  The
City of New York v. New York Cross Harbor  Railroad  Terminal  Corp.,  Robert R.
Crawford and New York Regional Rail  Corporation.  United States  District Court
Eastern  District  of New York case no. 98 Civ.  7227 and Fraser,  McIntyre  and
Spartz v NYCH.  Supreme Court of the State of New York,  County of Kings,  Index
no.  45966/99,  as well as, issues  surrounding  the  cancellation of shares and
attempted  issuance  of  Series  "B"  preferred  shares.  The  Company  does not
anticipate that there will be any adverse material effects on it, as a result of
its review.

                                       6

<PAGE>

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 September 30, 2001
-----------------------
Segment assets                  $ 3,133,123      $ 1,676,511         $4,809,634

Nine months ended September 30, 2001
-------------------------------------
Operating revenues              $   929,628      $ 2,259,535         $3,189,163
Gross profit                        466,438          143,858            610,296
Segment loss                        430,121          155,684            585,805
Interest income                        -                -                  -
Interest expense                    106,402           61,597            167,999
Depreciation and amortization       205,683          209,775            415,458


                                  Railroad         Trucking             Total
                                -------------   ---------------      -----------
Nine months ended September 30, 2000
-------------------------------------
Operating revenues              $   965,683      $ 5,815,516         $6,781,199
Gross profit                        639,176          340,746            979,922
Segment profit (loss)            (1,233,215)         151,949         (1,081,266)
Interest income                        -                -                  -
Interest expense                    922,493           30,500            952,993
Depreciation and amortization       150,621          186,044            336,665



 MAJOR CUSTOMER

Trucking  operations sales to Waste Management Inc.,  represented  approximately
12% of net sales  for the nine  months ended  September 30, 2001 and 13% for the
nine months ended September 30 2000;  trucking operations sales to Atlantic
Demolition  represented  approximately 13% for the nine months ended September
30, 2000;  trucking operations  sales to Construction and Demolition represented
approximately 22% for the nine months ended September 30, 2001 and trucking
operations sales to Republic Services represented approximately 12% of net sales
for the nine months ended September 30, 2001. There was no other customer of the
Company whose sales exceeded 10%.


5.      CONTINGENCIES

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 does not own or lease,  or to property  which 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.  Preliminary  negotiations are underway
between  the  Company's  representatives,  the New York  City  Real  Estate  Tax
Assessor,  and the Corporation Counsel's office. Pending a settlement of the tax
arrears,  the Company has  recorded a  liability  on its books of  approximately
$481,000,  representing  the tax due on the  Bush  Terminal  property,  the only
parcel currently used in the rail  operations.  Management  expects,  but cannot
give assurance,  that the outstanding  liabilities  will be settled for a lesser
amount.

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 assessment is
incorrect and the proper tax should be approximately $17,000 annually. Pending a
settlement, the Company has recorded a liability on its books of approximately
$401,000 for these real estate taxes. The Company is working to resolve this
dispute.
                                       7

<PAGE>

6.      RESTATEMENT

The  accompanying  financial  statements have been restated to properly  reflect
restatements made to the financial statements of 2000.

The 2000  financial  statements  have been  restated to reflect the  issuance of
warrants  on  conversion  of  notes in March  and May 2000 of  $717,038  and the
beneficial  conversion feature on $60,000 of notes issued in March/April 2000 of
$17,333.

The effect of such restatements on the Company's quarterly financial statement
is as follows:

                                           As                            As
                                        Reported      Adjustments     Restated
                                      ------------------------------------------
Statement of Operations
 Adjustments

Nine months ended September 30, 2000
 Income from operations                $   61,778   $    (26,729)  $     35,049
 Net loss                                 268,292        812,974      1,081,266
 Net loss per common share basic       $    (0.00)  $       -      $      (0.01)


7. SUBSEQUENT EVENT

NEW YORK CITY ECONOMIC DEVELOPMENT  CORPORATION - ADVERSE ABANDONMENT - NEW YORK
CROSS HARBOR  RAILROAD,  INC. By petition filed with the SURFACE  TRANSPORTATION
BOARD-STB  Docket  No.  AB-596,  on  November  2, 2001.  New York City  Economic
Development  Corporation (NYCEDC),  acting on behalf of the City of New York, NY
(City), an "adverse"  abandonment to remove NYCH, the Company's rail operations,
in  Brooklyn,  NY. The reasons  stated  within the City's STB filing are (i) the
Company's  financial  condition,  specifically that it has had late fees on rent
since 1995 of over $20,000,(ii) The alleged dumping of pesticides and oil on the
Bush  Terminal  property  by Robert  Crawford,  which is the  subject of ongoing
litigation  and (iii) Ongoing  failure to install a properly  working  sprinkler
system at the Bush Terminal office  building.  The  anticipated  timeframe for a
final decision from the STB is expected in April 2002.  However, if the decision
is appealed, the process could take an additional year. If the ruling of the STB
is adverse to the Company it is the Company's  intention to  immediately  appeal
the decision and would during the appeal process  request a stay of judgment.The
Company intends to vigorously defend this action.


                                       8
<PAGE>

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

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
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.

RESULTS OF OPERATIONS

The components of the Company's operating revenues and expenses by business
segment during the nine months and three months ended  September 30, 2001 were:

                      Nine months ended          Three months ended
                      September 30, 2001         September 30, 2001
                     -------------------        -------------------

                     Railroad       Trucking     Railroad      Trucking

Operating revenues   $930,000       $2,260,000   $245,000      $577,000
Operating expenses   $463,000       $2,116,000   $128,000      $555,000
Gross profit         $466,000       $  144,000   $117,000      $ 22,000


                  During the nine months ended September 30, 2001,the Company
had  $3,189,163  in  revenue  compared  to  $6,781,199  in  revenue  during  the
corresponding  prior period,  a decrease of $ 3,592,036 or 53%.  This decrease
was due to a decrease in the trucking operations to $2,259,535 from $5,815,516
for the corresponding period in 2000, due to the loss of the Gloucester Landfill
contract, a decrease of 61.2%.

                  During the three months ended September 30, 2001,the Company
had  $822,169  in  revenue  compared  to  $1,907,424  in  revenue  during  the
corresponding  prior period,  a decrease of $1,085,255 or 56.9%.  This decrease
was due to a decrease in the trucking operations to $577,588 from $1,265,795
for the corresponding period in 2000, due to the loss of the Gloucester Landfill
contract, a decrease of 61.2%.

                  Operating expenses for the nine months ended September 30,2001
were $2,578,867 compared to $5,801,277 a decrease of $3,222,410 or 55.6%. This
decrease in expense is due to the corresponding decrease in revenues from the
loss of the Gloucester Landfill contract.

                  Operating expenses for the three months ended September 30,
2001 were $683,113 compared to $1,617,485 a decrease of $934,372 or 57.8%. This
decrease in expense is due to the corresponding decrease in revenues from the
loss of the Gloucester Landfill contract.

                  Operating expenses as a percentage of operating revenues were
85.6% for the nine months ended September 30, 2000. In 2001 operating expenses
decreased to 80.1% of operating revenues due to the larger percentage of revenue
coming from the railroad, the more profitable segment. Operating expense from
rail operations increased in 2001 to approximately $463,000 from approximately
$327,000 in 2000.

                  Operating expenses as a percentage of operating revenues were
84.8% for the three months ended September 30, 2000. In 2001 operating expenses
decreased to 83.1% of operating revenues due to the larger percentage of revenue
coming from the railroad, the more profitable segment. Operating expense from
rail operations decreased in 2001 to approximately $128,000 from approximately
$218,000 in 2000.

                  Administrative expenses increased in the nine months ended
September 30, 2001, by $173,068. As a percentage of operating revenues,
administrative expenses increased to 35.1% for the nine months ended September
30, 2001, from 13.9% for the nine months ended September 30, 2000. The increase
of $173,068, comes primarily from a reserve for possible bad debts of
approximately  $315,000 and non-cash  compensation  of  approximately  $181,000
offset by a decrease in payroll and other payroll related expenses and the costs
associated with repairs and maintenance because of the previous replacement of
older equipment with newer equipment.

                                       9

<PAGE>

                  Administrative expenses increased in the three months ended
September 30, 2001, by $75,583. As a percentage of operating revenues,
administrative expenses increased to 31.4% for the three months ended September
30, 2001, from 9.6% for the three months ended September 30, 2000. The increase
of $75,583, comes primarily from a reserve for possible bad debts of
approximately  $79,000.

                  Interest expense was $168,000 for the nine months ended
September 30, 2001, as compared to $953,000 for the nine months ended September
30, 2000. This major reduction was due to the fact that the Company did not have
to raise any money during the quarter and  therefore did not issue any
convertible  debt. In the prior  period the  Company  recognized  beneficial
conversion  feature  and interest on the issuance of warrants and options on the
sale of promissory notes which were convertible into shares of the Company's
common stock at prices below prevailing market rates, of $769,000.

                  Interest expense for the three months ended September 30, 2001
decreased to $55,908 from $65,936 for the three months ended September 30, 2000
due to the reduction of debt.

                  During the nine months ended September 30, 2001 the Company
incurred a "loss on  disposal  of fixed  assets" in the  amount of  $49,695.  In
1999, the Company agreed to purchase three  locomotives for $126,000,  under the
condition that these locomotives were to be put into a usable condition. The
seller failed to comply and in 2001 negotiated a settlement,  in which the
Company was granted title to the  locomotives in an "as is" condition for a
previously paid $84,000. However,  the Company could not find the parts needed
to fix these units and was being charged  daily  storage. The Company sold these
locomotives  during the period for $19,500,  resulting in a loss  totaling
$64,500.  In July 2001, the Company sold a refrigerated  trailer not used in its
operations for $20,000. The book value of this trailer was $12,500, resulting in
a gain in the amount of $7,500. In September 2001, the Company sold a locomotive
which was no longer used in its operations for $28,000, which included a payment
of $6,000 and a note receivable for $22,000.  The note receivable  is payable at
the rate of $2,000  per  month for  eleven  months.  The book  value of the
locomotive  was $20,695, resulting in a gain in the amount of $7,305.

                  During the three months ended September 30, 2001 the Company
incurred a "gain on  disposal  of fixed  assets" in the  amount of  $14,805.
$7,500 on the sale of a trailer and $7,305 on the sale of a locomotive.

                  The Gloucester contract terminated on December 31, 2000 as per
the  agreement.  The contract was not renewed because  Gloucester,  which was
selling excess capacity to out-of-county waste suppliers-ran out of spare space
and was unable to renew the contract.  The Company verbally sub-contracted  with
an in-county waste supplier to Gloucester  to dump the  Company's  out-of-county
waste.  The per ton rate was only  slightly  higher than the  Company's  expired
agreement  with  Gloucester.  This  agreement  only  lasted  one  month  due  to
Gloucester  informing  the  contractor  that if it wanted to renew its agreement
upon expiration it would have to terminate  immediately all out-of-county  waste
dumping.  The Company has also  negotiated two  additional  contracts with other
landfills; Eagle Land Management in PA and Recovermat in MD. Both agreements are
at  slightly  higher  rates than  previous  agreements.  The Company was able to
convert  some of its  customers  to these  landfills,  however  due to the extra
distance,  lack of the Company providing credit terms and increased costs, other
landfills became cost competitive and the Company began to lose its marketshare.

                  The temporary loss of business, due to fire at one of the
cocoa customer's facilities and of a food producer, plus the loss of the waste
transporter has caused a decrease in rail revenues during the quarter. In late
June 2001, the Company was able to replace the waste transporter and anticipates
more new customers in the future.

                  The Company began to focus its sales on its  rail  operations,
because  of difficulties  experienced in the trucking operations and the basic
nature of the rail  industry.  In the rail  industry it takes time to  negotiate
and finalize agreements, yet when  finalized  these  agreements  are  often  for
extremely long-terms.  The Company  believes  sales of joint  movements  both
trucking and rail, will make the business grow and be profitable.  Additionally,
the Company sees the ability to make these joint movements as a competitive
advantage.

                                       10

<PAGE>
                  On November 2, 2001, NYCEDC filed an adverse abandonment
petition  with the  Surface  Transportation  Board  against the  Company's  rail
subsidiary NYCH. NYCEDC acting on behalf of the City of New York seeks to remove
NYCH,  from Bush  Terminal yard in Brooklyn,  NY. The reasons  stated within the
City's STB filing are (i) the Company's financial  condition,  specifically that
it has had late fees on rent since 1995 of over $20,000,(ii) The alleged dumping
of pesticides and oil on the Bush Terminal property by Robert Crawford, which is
the  subject  of  ongoing  litigation  and (iii)  Ongoing  failure  to install a
properly  working  sprinkler  system at the Bush Terminal office  building.  The
anticipated  timeframe  for a final  decision  from the STB is expected in April
2002. However, if the decision is appealed, the process could take an additional
year.  If the ruling of the STB is adverse  to the  Company it is the  Company's
intention to immediately appeal the decision and would during the appeal process
request a stay of judgment.The Company intends to vigorously defend this action.

                  The Company recognized a net loss for the nine months ended
September 30, 2001 of $586,000 versus a loss for the nine months ended September
30, 2000 of $1,081,000.

LIQUIDITY AND CAPITAL RESOURCES

               The Company's working capital deficit at September 30, 2001 was
$4,558,639 compared to a deficiency of $3,849,205 at December 31, 2000. The
decrease in working capital was primarily due to the reclass of $517,000 in
receivables to long-term assets and a reclass of an $84,000 deposit, for three
locomotives to fixed assets, and their subsequent sale which resulted in a loss
of $64,500, offset by gains of $7,500 and $7,305 on the sales of an unused
trailer and a locomotive, respectively. This resulted in a net Loss in the
amount of $49,695. (See Note 1 LOSS ON DISPOSAL OF FIXED ASSETS for additional
information on this matter.). The Company recognized a loss from operations for
the nine months ended September 30, 2001 of $507,645 versus a gain from
operations for the nine months ended September 30, 2000 of $35,049 with the
decrease primarily arising from the reserve against certain assets of $315,000
and non-cash compensation of $181,000.



As of September 30, 2001 the Company had the following liabilities;

   Accounts payable and accrued expenses        $       2,427,822
   Notes payable and current maturities
    of long-term debt                                   1,558,106
   Payroll taxes payable                                1,022,737

                  Accounts payable and accrued liabilities include $355,000 owed
for accrued interest on convertible notes, debt and for accrued legal fees. The
Company anticipates that most of the accrued interest and legal fees will be
satisfied through the exercise of said conversion features.

                 Accounts payable and accrued expenses include a perfected
judgement by the Port Authority of New York and New Jersey ("PANYNJ") in the
amount of approximately $800,000 including interest. As of November 15, 2001
management and the PANYNJ are in negotiations finalizing terms of a possible
agreement. If successful this agreement is expected to both reduce the amounts
owed and provide a long-term payoff. Once approved this agreement will need to
be ratified by the Board of Directors of the Port Authority. Management is
optimistic that such an agreement and approval will be reached in the future.

                  Accounts payable and accrued expenses include $200,000 in
accrued  rent.  In February  2001 both the Company  and  Conrail  Shared  Assets
Operation  ("CSAO"),  the  successor to Conrail,  submitted its appraisal of the
fair market rental value of the property  subject to the terms of the 1993 lease
agreement.  Based upon different interpretations of the rent calculation per the
lease  agreement,  CSAO  contended  that the  Company  had a rent  arrearage  of
approximately   $1,800,000.   Based   upon   the   Company's   legal   counsel's
interpretation of the rent calculation,  rent arrearages  totaled  approximately
$200,000. Both parties are currently in negotiations.

                  Accounts payable and accrued expenses include $135,000 to a
former customer for advances and accrued tug boat charges. Management has been
negotiating a settlement in exchange for shares of common stock and anticipates
a resolution in the future.

                  Accounts payable and accrued expenses also includes
approximately  $882,000 for accrued real estate taxes.  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 does not
own or lease,  or to property which 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

                                       11

<PAGE>
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  approximately
$481,000 for these real estate taxes.  Based upon recent discussions the Company
has had with local taxing  authorities,  the Company believes that its liability
for real estate taxes can be settled for approximately  $150,000. As of July 31,
2001,  this  dispute  has not yet been  settled.  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 assessment is incorrect and the proper tax
should be approximately $17,000 annually.  Pending a settlement, the Company has
recorded  a  liability  on its books of  approximately  $401,000  for these real
estate taxes.  The Company is working to resolve this  dispute.  (See Note 3 for
additional information in regards to this matter.)

                 The Company has an accrual for payroll taxes payable in the
amount of  $1,022,737.  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  taxes,  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  feels they are still due a
substantial  refund for past  misapplied  payments  and  expects  that the final
settlement will be substantially less than amount which it has accrued.

                  The Company is currently negotiating with vendors, federal and
state taxing authorities and the holders of several material obligations,
whereby management is confident that settlement of these amounts will be
significantly less than the amounts currently recognized on the Company's books.
Absent resolution of these matters and assuming the agencies, vendors and taxing
authorities fully prevail in court proceedings, monetary damages could
approximate $7,800,000, but management currently anticipate that these matters
will be amicably resolved at a comparatively insignificant sum and further
believes absent of satisfactory resolution it would ultimately prevail in the
judicial process.

                  Long-range plans considered by management include application
for low  interest  loans  through the Federal  Rail  Administration  ("FRA") for
short-line  railroad's and grants from New York and New Jersey State  Department
of Transportation.

                  During the nine months ended September 30, 2001 the Company's
operations provided $214,768 in cash, the Company acquired approximately
$121,000 of property and equipment and the Company paid down long-term debt by
approximately $109,000.

                  The Company has incurred substantial losses since it was
formed.  Although  the Company  expects to continue to incur  losses  until such
time,  if ever,  as it earns net  income.  Management  has taken  many  steps to
improve profitability and increase revenues. The Company has reduced outstanding
liabilities  substantially  which has in turn reduced interest expense.  Between
January 1998 and February 2000, the Company reduced  administrative  expenses by
the  reduction  of over nine  full-time  employees  from its  workforce  and has
reduced  operating costs through better  utilization of manpower,  equipment and
other expense  reductions.  Since  February  2000,  the Company has continued to
reduce operating costs through the better  utilization of its manpower,  its use
of  part-time  employees,  use of  part-time  outside  labor and the use of more
modern fleets, which reduced maintenance and downtime,  in both its trucking and
rail operations.

                  The Company has needed to fund its working capital deficit.
The Company has raised these funds though issuance of floating rate convertible
debentures. The Company agreed to the terms of the convertible notes because the
Company was unable to obtain conventional financing due to the Company's
financial condition.

                  The Company has no commitments for capital expenditures over
the next twelve months.

                 During the nine months ended September 30, 2001 the Company's
incurred a "loss on disposal of fixed assets" in the amount of $49,695. In 1999,
the  Company  agreed to  purchase  three  locomotives  for  $126,000,  under the
condition that these  locomotives  were to be put into a usable  condition.  The
seller  failed to  comply  and in 2001  negotiated  a  settlement,  in which the
Company was granted  title to the  locomotives  in an "as is"  condition for the
previously paid $84,000. However, the Company could not find the parts needed to
fix these units and was being  charged  daily  storage.  The Company  sold these
locomotives  during  the  quarter  for  $19,500,  resulting  in a loss  totaling
$64,500.  The  Company  used  the  proceeds  from  this  sale  to  enter  into a
maintenance  free  lease  for  two  more  powerful  locomotives.   These  leased
locomotives do not require the Company to employee a mechanic in its operations,
which had historically cost the Company approximately  $60,000, of which $40,000
was salary and  approximately  $20,000  per year was the cost of parts and other
expenses.  In July 2001, the Company sold a refrigerated trailer not used in its
operations for $20,000. These proceeds were used to reduce leases payable by the

                                       12

<PAGE>
same amount. The book value of this trailer was $12,500,  resulting in a gain in
the amount of $7,500. In September 2001, the Company sold a locomotive which was
no longer used in its operations for $28,000, which included a payment of $6,000
and a note receivable for $22,000. The note receivable is payable at the rate of
$2,000  per  month for  eleven  months.  The book  value of the  locomotive  was
$20,695, resulting in a gain in the amount of $7,305.

                  The Company expects that any additional tractors or trailers
required by JST can be acquired through capital leases or similar types of
equipment financing. JST has been able to arrange these types of financing since
January of 2000.

                  The Company rail operations do not have any available credit,
bank financing or other external sources of liquidity. Due to historical
operating losses, the Company's rail 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 will be able to generate sufficient revenues to be profitable.

                 Additionally, 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
these remedies may not be used in the future.

                  The Company has been in negotiations with the respective
agencies in regards to the following disputed current liabilities. The
liabilities include approximately $1 million in payroll taxes, approximately
$800,000 in principal and interest owed to the PANYNJ, and the approximately
$882,000 in real estate taxes to New York and New Jersey. These current
liabilities amount to approximately $2.7 million and the bulk of this amount is
over one year old. These agencies are working with the Company to resolve the
disputed amounts. It is the Company's expectation, although no guarantee can be
given, that these liabilities will be settled for substantially less than the
$2.7 million accrued. The Company further expects long-term repayment plans to
be granted. In addition to these liabilities there are approximately $1.3
million in convertible or related party debts. Holders of these debts have not
demanded payment and it is expected that the majority of the convertible note
holders will opt for conversion into the Company's common stock. Additionally,
$244,000 of current maturities of long-term debt is primarily for equipment
leases and are payable over 12 months; and trade payables, which account for
approximately $351,000, are being paid in accordance with their terms. The
Company reasonably expects to continue to pay these amounts from cash flow from
operations. The remaining liabilities of approximately $400,000 are primarily
accruals for which the Company believes could be the liability for settlement of
pending lawsuits.

                  The Company continues to expect that it will be able to meet
all its routine working capital needs and operational costs from new business
created based on customer demand. The following discussion relates to the
Company's actual experiences versus its expectations.

                  The Company has continued to improve its rail operation's
margins through the reductions in per diem car hire charges, reduced manpower,
tow and maintenance costs. However, revenues were impacted by problems
encountered in trucking operations and by the following: During the six-week
period between April 10 and May 21, 2001 the Company transported approximately
twenty-five carloads for a local food producer. These cars' freight was then
emptied and the freight was re-loaded into waiting trucks for local delivery.
The gross revenue per car was approximately $1,400. In order to maintain this
business the Company needed to build a permanent loading dock facility at its
Brooklyn terminal. Due to costs and permits required the Company has yet to
construct this facility and until it does this business can no longer be done at
the Company's facilities. The Company anticipates the return of this business,
sometime in the future, by utilizing either its own yard or Canadian Pacific's
yard at 65th Street, which has a permanent loading dock. In February the Company
entered into a long-term freight transportation agreement, to transport New York
City biosoilds for Merco, a sub-contractor for the City. This contract began in
May 2001 the gross rail revenues from this agreement from May 15 to June 15,
2001 was approximately $46,000. In July 2001, the City of New York terminated
Merco's agreement and thereby the Company's agreement. In July 2001, one of the
Company's cocoa customers had to shutdown its facility due to fire, this caused
all rail shipments to halt. This cocoa customer's facility is expected to be
on-line again during the first quarter of 2002.


                                       13
<PAGE>
                  The Company had based its original expectations on the
operational profit anticipated from these customers. The loss of these three
customers, two of which utilized both trucking and rail services, and the
additional problems we have encountered in the landfill portion of our trucking
operations to have caused cash flow to dwindle. Based on actual and projected
volumes, these customers would have accounted for more than $100,000 in monthly
sales revenues for the trucking and rail operations. In late June, we added a
new customer for both our rail and trucking operations. The Company's rail
operations have been able to attract new business, for both itself and our
trucking operation. The Company anticipates that it will continue to be able to
add new customers, which will allow the Company to meet its cash obligations.

NEW ACCOUNTING PRONOUNCEMENTS

In June 2001, the Financial Accounting Standards Board issued Statements of
Financial Accounting Standards No. 141, Business Combinations, and No. 142,
Goodwill and Other Intangible Assets, effective for fiscal years beginning after
December 15, 2001. Under the new rules, goodwill and intangible assets deemed to
have indefinite lives will no longer be amortized but will be subject to annual
impairment tests in accordance with the Statements. Other intangible assets will
continue to be amortized over their useful lives. The Company will apply the new
rules on accounting for goodwill and other intangible assets beginning in the
first quarter of 2002. Application of the non-amortization provisions of the
Statement is not expected to have a material effect on the Company's financial
position or operations.


Part II:          Other Information

Item:  1. Legal Proceedings:

NEW YORK CITY ECONOMIC DEVELOPMENT  CORPORATION - ADVERSE ABANDONMENT - NEW YORK
CROSS HARBOR  RAILROAD,  INC. By petition filed with the SURFACE  TRANSPORTATION
BOARD-STB  Docket  No.  AB-596,  on  November  2, 2001.  New York City  Economic
Development  Corporation (NYCEDC),  acting on behalf of the City of New York, NY
(City), an "adverse"  abandonment to remove NYCH, the Company's rail operations,
from the Brooklyn,  NY rail facility.  The Company intends to vigorously  defend
this proceeding.

Item  2. Changes in Securities:

         None

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 8K:


(a)      None


(b)      Reports on Form 8K:

         None

                                       14

<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: January 18, 2002            By:/s/ Ronald Bridges
                                          ----------------------------
                                          Ronald Bridges, President & CEO

Date: January 18, 2002            By:/s/ Joel Marcus
                                          ---------------------------------
                                          Joel Marcus, Chief Financial Officer

                                       15