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: September 30, 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)

Indicate by checkmark whether the registrant (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
November 19, 2004.


<PAGE>


                                      INDEX
                                                                         Page
Part  I:  Financial Information

Item 1.   Financial Statements:

Unaudited Consolidated Balance Sheet - as of September 30, 2004          F-2

Unaudited Consolidated Statements of Operations,
Three and Nine Months Ended September 30, 2004 and September 30, 2003    F-3

Unaudited Consolidated Statements of Cash Flows,
Nine Months Ended September 30, 2004 and September 30, 2003              F-4

Notes to Consolidated Financial Statements                            F-5 - F-8

Item 2.   Management's Discussion and Analysis or                       3 - 10
          Plan of Operation

Item 3.  Controls and Procedures                                          10

Part II:  Other Information                                               11

Item 1.  Legal Proceedings                                                11

Item 2.   Unregistered Sales of Equity Securities and Use of Proceeds     11

Item 3.  Defaults Upon Senior Securities                                  11

Item 4.  Submission of matters to a vote                                  11
          of Security Holders

Item 5.  Other Information                                                12

Item 6.  Exhibits and Reports on Form 8-K                                 12

Signatures                                                                13




<PAGE>






               NEW YORK REGIONAL RAIL CORPORATION AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEET

                               September 30, 2004

                                   (UNAUDITED)

                                     ASSETS

Current assets
 Cash                                                        $   238,350
 Accounts receivable, net of allowance for doubtful
  accounts of $212,609                                           918,779
 Prepaid expenses and other current assets                       164,173
                                                              ----------
    Total current assets                                       1,321,302

Property and equipment, net                                    4,767,497

Other assets                                                     551,713
                                                              ----------
                                                             $ 6,640,512
                                                              ==========

                      LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities:
 Current maturities of long term debt                        $   415,675
 Convertible promissory notes:
  Others                                                         235,000
 Other short-term debt                                           234,209
 Accounts payable                                                654,827
 Accrued expenses                                              3,345,549
 Payroll taxes payable                                         1,207,114
                                                              ----------
    Total current liabilities                                  6,092,374

Deferred rent payable                                            154,081

Long term debt                                                 1,819,637

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,
  $.001 par value, 2,500 shares authorized;
  1,250 shares issued and outstanding                                  1
 Common stock, $.0001 par value, 200,000,000 shares
  authorized and issued 199,844,790 outstanding                   20,000
 Additional paid-in-capital                                   15,509,057
 Accumulated deficit                                         (17,368,283)
 Treasury stock, at cost, 155,210 shares                         (26,355)
                                                              -----------
    Total stockholders' deficit                               (1,425,580)
                                                              -----------
                                                             $ 6,640,512
                                                              ==========




                 See notes to consolidated financial statements.
                                       F-2

<PAGE>
               NEW YORK REGIONAL RAIL CORPORATION AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF OPERATIONS

                                    UNAUDITED

<TABLE>
<CAPTION>

                            FOR THE NINE MONTHS ENDED       FOR THE THREE MONTHS ENDED
                                   September 30,                   September 30,
                            -------------------------       --------------------------
                               2004          2003               2004             2003
                            ---------     ---------           ---------         --------
<S>                        <C>           <C>                 <C>              <C>
Operating revenues         $6,767,956    $4,298,925          $1,644,527       $1,499,713

Operating expenses          5,506,827     3,037,110           1,198,997        1,158,432
                            ---------     ---------           ---------        ---------
Gross Profit                1,261,129     1,261,815             445,530          341,281

Legal                         174,858       250,878              34,732           52,661
Selling and administartive
 expenses                   1,877,544     1,282,645             550,578          428,209
                            ---------     ---------           ---------        ---------
Total selling, general and
 administrative expenses    2,052,402     1,533,523             585,310          480,870
                            ---------     ---------           ---------        ---------
Loss from operations         (791,273)     (271,708)           (139,780)        (139,589)

Other income (expenses):
 Other expense               (142,500)         -               (120,000)            -
 Other income                 321,000          -                321,000             -
 Forgiveness of debt
  and gain on fixed assets    293,463          -                   -                -
Interest expense, net         (86,306)     (142,237)            (27,387)         (41,371)
                            ---------     ---------           ---------        ---------
Total other income
 (expense)                    385,657      (142,237)            173,613          (41,371)
                            ---------     ---------           ---------        ---------
Income/(loss) before
 minority interest           (405,616)     (413,945)             33,833         (180,960)

Minority interest in income
 of subsidiary                   -          (19,845)               -             (16,714)
                            ---------     ---------           ---------        ---------
Net income (loss)            (405,616)     (394,100)             33,833         (164,246)

Deemed preferred stock
 dividend                      33,000        33,000              11,000           11,000
                            ---------     ---------           ---------        ---------
Income (loss) applicable
 to common shareholders    $ (438,616)   $ (427,100)         $   22,833       $ (175,246)
                            =========     =========           =========        =========
Income/(loss) per share -
 basic and diluted:        $    (0.00)   $    (0.00)         $     0.00       $    (0.00)
                            =========     =========           =========        =========
Weighted average common
 shares outstanding
 basic and diluted         199,854,684   186,553,141         199,844,790      188,083,525
                           ===========   ===========         ===========      ===========
</TABLE>



                 See notes to consolidated financial statements.

                                       F-3

<PAGE>
                NEW YORK REGIONAL RAIL CORPORATION AND AFFILIATES
                             STATEMENT OF CASH FLOWS


                                   (UNAUDITED)



                                                FOR THE NINE MONTHS ENDED
                                                      September 30,
                                                --------------------------
                                                    2004          2003
                                                  ---------      ---------
Increase in cash and cash equivalents
 Cash flows from operating activities:
  Net loss                                       $ (405,616)    $ (394,100)
                                                  ---------      ---------
 Adjustments to reconcile net loss to
 net cash provided by operating activities:
  Depreciation and amortization                     364,950        415,964
  Other income                                     (250,000)          -
  Non-cash compensation                             100,000         40,900
  Bad debt expense                                   60,000         93,950
  (Gain) loss on sale of fixed assets                11,165        (17,115)
  Forgiveness of debt                              (349,240)          -
  Minority interest in subsidiary earnings             -           (19,845)
  Changes in operating assets and
  liabilities:
  Accounts receivable                              (160,347)      (266,007)
  Other current assets                              (44,571)       (61,087)
  Other assets                                         -           (54,649)
  Accounts payable                                  142,050        213,448
  Accrued expenses                                  103,262        205,929
  Payroll taxes payable                              57,107         55,516
  Deferred rent                                      65,331        (62,930)
  Treasury stock                                      3,243           -
  Deferred revenue                                     -            (7,500)
                                                  ---------      ---------
     Total adjustments                              102,950        536,574
                                                  ---------      ---------
Net cash provided by (used in)
 operating activities                              (302,666)       142,474
                                                  ---------      ---------
Cash flows from investing activities:
 Purchase of property and equipment                (405,612)       (69,707)
                                                  ---------      ---------
Net cash used in investing activities              (405,612)       (69,707)
                                                  ---------      ---------
Cash flows from financing activities:
 Payments of long term debt                            -           (65,665)
 Payments of other current debt -
  nonrelated party                                 (210,000)          -
 Common stock issued for options                       -             4,500
 Preferred seried "D" issued for cash,
  net of cost                                     1,142,650           -
 Payments of current debt                          (202,934)       (11,430)
                                                  ---------      ---------
Net cash provided by (used in)
 financing activities                               729,716        (72,595)
                                                  ---------      ---------
Net increase in cash and
 cash equivalents                                    21,438            172
Cash and cash equivalents
 at beginning of year                               216,912         86,148
                                                  ---------      ---------
Cash and cash equivalents at end of period       $  238,350     $   86,320
                                                  =========      =========





                 See notes to consolidated financial statements.

                                       F-4

<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 September 30, 2004 are included.

The results of operations for the nine month period ended September 30, 2004 are
not necessarily indicative of the results to be expected for the full year.


2. CAPITAL STOCK

                                    Authorized   Number of Shares      Amount
                                    ----------   ----------------     --------
Preferred C                            500,000          440,000       440,000
Preferred D                              2,500            1,250             1
Common $.0001 par value            200,000,000      200,000,000        20,000
Treasury Stock, at cost                                 155,210        26,355


Series D Preferred Stock

Pursuant to an agreement dated February 4, 2004 Transit Rail, LLC purchased an
additional 250 shares of Series D Preferred Stock at a purchase price of $1,000
per share during the three months ended September 30, 2004. Transit Rail, LLC
has purchased an aggregate of 1,250 shares of Series D Preferred Stock and has
agreed to purchase up to 1,250 additional shares of Series D Preferred Stock.

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.


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

A) On July 21, 2004, the Company settled all controversies with Jersey City and
its various departments in the actions entitled New York Cross Harbor Railroad

                                      F-5

<PAGE>

Terminal Corp. v Jersey City, Federal District Court, Index No. 02-cv-1884 and
Jersey City Health Division v New York Cross Harbor Terminal Corp., Superior
Court of New Jersey. These two related matters concerned the Company's
intermodal operations in Jersey City and the recent land filling and leveling
activities. Jersey City sought an injunction alleging a public nuisance and
violations of certain environmental statutes including the New Jersey Solid
Waste Management Act. The terms though confidential included the Company testing
the facility and sponsoring Earth day events in the community which will focus
on ecology and environmental improvements in Jersey City. The parties have also
agreed to work together more closely in the future, in order to avoid further
controversies. The results of all of the samples which were taken under NJDEP
supervision and tested at an approved NJDEP facility supported the Company's
contention that no hazardous or toxic dumping took place in the Greenville, New
Jersey yard.

B) On July 13, 2004, the United States Court of Appeals for the District of
Colombia Circuit ruled in the Company's favor, in the matter of the New York
Cross Harbor Railroad Terminal Corporation ("NYCH") versus the Surface
Transportation Board and the New York City Economic Development Corporation
("NYCEDC") (case No. 03-1269). This case began on November 2, 2001, when NYCEDC
filed an adverse abandonment petition with the Surface Transportation Board (the
"STB") against the Company's rail subsidiary NYCH. NYCEDC acting on behalf of
the City of New York was seeking to remove NYCH, from the Bush Terminal Yard in
Brooklyn, New York. NYCH is the only rail-freight carrier providing rail-barge
service across the New York Harbor. On May 9, 2003, the STB granted the adverse
abandonment. On June 2, 2003, the Company petitioned the STB for a stay of the
abandonment pending judicial review and seven local shippers, which would be
affected by the abandonment, joined NYCH in its petition to the Court. On August
27, 2003 the stay was granted by the STB and in September 2003, the Company
filed its Appeal in US District Court.

In the U. S. Court of Appeals' ruling, the court stated; "In sum, the Board
failed to distinguish its adverse abandonment precedent and to properly balance
all of the competing interests involved in the abandonment application. In each
respect, it acted arbitrarily and capriciously in granting NYCEDC's abandonment
application. Accordingly, we grant Cross Harbor's petition for review and remand
the matter to the Board. For the foregoing reasons, the Surface Transportation
Board's decision granting NYCEDC's abandonment application is vacated and the
matter is remanded to the Board for further consideration in light of this
opinion".

C) On April 1, 2004, the Company entered into a one year employment agreement
with Blue Ribbon Group pursuant to which Ronald Bridges, shall serve as the
Chief Executive Officer of the Company and its subsidiaries. The terms include a
one time payment of $1 and warrants to purchase 1,000,000 shares of common stock
for a period of one year at an exercise price of $0.0001 per share. Additionally
Mr. Bridges will be entitled to bonus compensation if the Company's net income
from operations is in excess of $200,000 for the period from April 1, 2004 to
March 31, 2005. Mr. Bridges will receive $5,000 for the first $200,000 in net
income from operations and $5,000 for each additional $100,000 of net income
from operations in excess of $200,000. At Mr. Bridges's discretion, this bonus
may be paid in shares of the Company's common stock valued at a price of $0.1265
per share, which was 110% of the closing price of the Company's common stock on
March 31, 2004. The employment agreement will automatically renew for a period
of one (1) year unless either party gives the other written notice 60 days prior
to the expiration of the term.

                                      F-6

<PAGE>

D) On April 1, 2004, the Company entered into a one year employment agreement
with Todd Sage to serve as the President and General Manager of the Company's
trucking subsidiary, JS Transportation. The terms include compensation of $1,500
per week together with certain health and welfare benefits. Additionally Mr.
Sage will be entitled to bonus compensation if JS Transportation has a segment
profit which is greater than $100,000 from April 1, 2004 to March 31, 2005.
Pursuant to the agreement, Mr. Sage will receive $5,000 for each $100,000 of
segment profit of JS Transportation. The employment agreement will automatically
renew for a period of one (1) year unless either party gives the other written
notice 60 days prior to the expiration of the term.

The SEC disclosure requirements for Form 10-QSB provide that only new
proceedings or updates to previous disclosures need be included in the report.
Please see the Company's annual report on Form 10-KSB for year ended December
31, 2003, the quarterly report on Form 10-QSB for the three months ended March
31, 2004 and the quarterly report on Form 10-QSB for the six months ended June
30, 2004 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 September 30, 2004
-------------------------
Segment assets                        $ 4,673,224      $ 1,967,288   $ 6,640,512

Three months ended September 30, 2004
-------------------------------------
Operating revenues                    $   425,880      $ 1,218,647   $ 1,644,527
Gross profit                              285,149          160,381       445,530
Segment profit (loss)                      70,772          (36,939)       33,833
Interest expense                           33,814           11,586        45,400
Depreciation and amortization              67,915           55,158       123,073



Three months ended September 30, 2003
-------------------------------------
Operating revenues                    $   380,775     $  1,118,938   $1,499,713
Gross profit                              270,193           71,088      341,281
Segment (loss)                           (119,357)         (61,603)    (180,960)
Interest expense                           23,711           17,660       41,371
Depreciation and amortization              59,479           72,956      132,435


                                      F-7

<PAGE>

                                       Railroad         Trucking       Total
                                      -------------   -----------    ---------

Nine months ended September 30, 2004
------------------------------------
Operating revenues                   $ 1,042,153       $ 5,725,803  $ 6,767,956
Gross profit                             583,071           678,058    1,261,129
Segment profit (loss)                   (644,535)          238,919     (405,616)
Interest expense                          69,484            16,822       86,306
Depreciation and amortization            191,071           173,879      364,950


Nine months ended September 30, 2003
------------------------------------
Operating revenues                    $ 1,263,815      $ 3,035,110   $4,298,925
Gross profit                              914,500          347,315    1,261,815
Segment (loss)                           (345,953)         (67,992)    (413,945)
Interest expense                           74,961           67,276      142,237
Depreciation and amortization             180,082          235,882      415,964


MAJOR CUSTOMER

Trucking and rail operations sales to site contractors represented approximately
35% of the net sales for the nine months ended September 30, 2004. Net sales
under a transportation agreement now held by Tully Construction Company,
represented approximately 33% and 50% of net sales for the nine months ended
September 30, 2004 and nine months ended September 30, 2003, respectively. There
were no other customers of the Company whose sales exceeded 10%.




                                      F-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.


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.


Change in Control

Pursuant to an agreement dated February 4, 2004 Transit Rail, LLC has purchased
an aggregate of 1,250 shares of Series D Preferred Stock at a purchase price of
$1,000 per share and has agreed to purchase up to 1,250 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 1,950 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, filed February 19, 2004, with date of
report February 4, 2004, incorporated by reference.

                                       3

<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, the Company's subsidiary, 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.

                                       4

<PAGE>

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.

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 has adopted the annual
disclosures for its fiscal year ending December 31, 2004 and the interim
disclosures for its fiscal quarter ending March 31, 2004, June 30, 2004 and
September 30, 2004. The adoption of the revised SFAS No. 132 had no impact on
the Company's results of operation or financial condition.


RESULTS OF OPERATIONS

The components of the Company's operating revenues and expenses by business
segment during the nine and three months ended September 30, 2004 were:


                       Nine months ended                Three months ended
                       September 30, 2004               September 30, 2004
                     -----------------------         ------------------------
                      Railroad     Trucking            Railroad      Trucking

Operating revenues   $1,042,153   $ 5,725,803          $ 425,880    $1,218,647
Operating expenses   $  459,082   $ 5,047,745          $ 140,731    $1,058,266
Gross profit         $  583,071   $   678,058          $ 285,149    $  160,381


      During the nine months ended September 30, 2004, the Company had
$6,767,956 in revenue compared to $4,298,925 in revenue during the corresponding
prior period, an increase of $2,469,031 or 57.4%. This increase is primarily due
to "Dispatch Services" provided by the Company's trucking division JST.

       During the three months ended September 30, 2004, the Company had
$1,644,527 in revenue compared to $1,499,713 in revenue during the corresponding
prior period, an increase of $144,814 or 8.8%.

  Operating expenses as a percentage of operating revenues were 70.6% for the
nine months ended September 30, 2003. In 2004 operating expenses increased to
81.4% of operating revenues. This increase is primarily due to "Dispatch
Services" provided by the Company's trucking division JST, which has higher
operating expenses and significantly lower administrative expenses.

  Operating expenses as a percentage of operating revenues were 77.2% for the
three months ended September 30, 2003 as compared to 72.9% during the three
months ended September 30, 2004. The decrease is primarily attributable to a
larger percentage of revenue from rail operations which has a higher margin than
trucking operations together with management's efforts to reduce operating
expenses.

  Administrative expenses increased in the nine months ended September 30, 2004,
by $518,879. As a percentage of operating revenues, administrative expenses
decreased to 30.3% for the nine months ended September 30, 2004, from 35.7% for

                                       5

<PAGE>

the nine months ended September 30, 2003. This percentage decrease is primarily
due to the increased revenue from the "Dispatch Services" provided by the
Company's trucking division, JST, which has minimal selling and administrative
costs.

     Administrative expenses increased in the three months ended September 30,
2004, by $104,440. As a percentage of operating revenues, administrative
expenses increased to 35.6% for the three months ended September 30, 2004, from
32.1% for the three months ended September 30, 2003. The increase is primarily
from increases in the cost of fuel and other transportation costs, a charge of
$25,000 for bad debt expense, an increase of $7,500 in the rent for the
Greenville Yard, a deferred rent charge of $22,188 offset by a decrease of
$17,929 in legal fees.

       Interest expense was $86,306 for the nine months ended September 30,
2004, as compared to $142,237 for the nine months ended September 30, 2003.
Interest expense was $27,387 for the three months ended September 30, 2004, as
compared to $41,371 for the three months ended September 30, 2003.

         Other income (expenses) of $385,657 for the nine months ended September
30, 2004 includes Other Income of $321,000, Other Expenses of $142,500,
Forgiveness of debt and gain on sale of fixed assets of $293,463 and interest
expense of $86,306, which is discussed above. Other income of $321,000 is
primarily attributable to income in the amount $250,000 recognized as a result
of a termination provision of an agreement with Union Pacific Railroad Company
and $96,000 of accrued expenses which was forgiven by BDL Company upon the
purchase of two locomotives which the Company was leasing from BDL Company. In
connection with the termination of the agreement with Union Pacific Railroad
Company, title to two diesel switch engine locomotives were transferred to the
Company. The Company valued locomotives at $250,000. Other expense of $145,200
was primarily attributable to a $120,000 increase in the Reserve for Legal
Contingencies and Other Commitments. Forgiveness of debts and gains on sale of
fixed assets in the amount of $293,463 was primarily attributable to the
forgiveness of indebtedness.


LIQUIDITY AND CAPITAL RESOURCES

            The Company had net cash used in operating activities of $302,666
during the nine months ended September 30, 2004 compared to net cash provided by
operating activities of $142,447 for the nine months ended September 30, 2003.
The decrease of $445,140 was primarily the result of a non-cash increase of
$250,000 in other income, $60,000 in non-cash compensation and $349,240 in
forgiveness of debt.

     The Company reported net cash used in investing activities of $405,612,
during the nine months ended September 30, 2004 compared to net cash used in
investing activities of $69,707 for the nine months ended September 30, 2003.
The increase of $335,905 was the result of an increase in purchases of property
and equipment, due to the acquisition of four locomotives, eight tractors and
improvements to the Greenville and Bush Terminal bridges.

     The Company reported net cash provided by financing activities of $729,716,
during the nine months ended September 30, 2004 compared to net cash used in
financing activities of $72,595 for the nine months ended September 30, 2003.
The increase of $802,311 was primarily attributable to the sale of preferred
stock for $1,143,000 net of expenses during the nine months ended September 30,

                                       6

<PAGE>

2004 offset by a charge of approximately $107,000 for professional fees, the
payment of approximately $203,000 of current debt and $210,000 of other current
debt.

The Company's working capital deficit on September 30, 2004 decreased by $19,854
to $4,771,072 from $4,751,218 on December 31, 2003.

On September 30, 2004, the Company had total liabilities of $8,066,092 as
compared to $7,868,558 on December 31, 2003. On September 30, 2004, current
liabilities were $6,092,374 as compared to $6,067,249 on December 31, 2003.

The Company's total stockholders deficit on September 30, 2004 decreased by
$1,534,353 to $1,425,580 from $2,959,933 on December 31, 2003.


As of September 30, 2004 the Company had the following current liabilities:

        Accounts payable                             $   654,827

        Accrued expenses                             $ 3,345,549

        Notes payable and current maturities
         of long-term debt                           $   884,884

        Payroll taxes payable                        $ 1,207,114


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 $ 1,130,090 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 $563,700 for these real estate taxes. As of November 19, 2004, this
dispute has not yet been settled. However, there can be no assurance that this
will occur.

The State of New Jersey has assessed the Company approximately $63,000 per year
since 1996 for real estate taxes. The Company believes that based on the proper
classification of the Greenville Yard, taxes should be lower. On October 18,
2004, the Company settled part of the NJ tax dispute by agreeing to pay $60,000
in both October and November 2004, plus $2,500 per month for 24 months beginning
January 1, 2005. As of November 19, 2004, the Company is negotiating a
settlement for the remaining taxes and the future assessment amount for the

                                       7

<PAGE>

Greenville Yard. As of November 19, 2004 this dispute has not yet been settled.
The Company has recorded a liability on its books of $566,390 for these real
estate taxes. There can be no assurance that the Company will achieve a
settlement on these terms.

Accrued expenses also include a "Reserve for Legal Contingencies and Other
Commitments" of approximately $ 2,094,000. 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", and has reclassified approximately
$456,000 of short-term debt and accrued interest. An additional $120,000 has
been added to the "Reserve for Legal Contingencies and Other Commitments" during
the nine months ended September 30, 2004. (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 approximately $115,000 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 $884,884
includes; approximately $416,000 of current maturities of long-term debt
primarily for equipment leases or settlement payments on outstanding debts and
are payable over 12 months. See Item 5, "Other Information" in this report on
form 10-QSB for further information. 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
$1,207,114. 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. However, there can be
no assurance that this will occur. Since October 2002, the Company has paid its
current taxes while the dispute over past taxes has yet to be rectified. As of
November 19, 2004, this dispute has not yet been settled.

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 $65,331 non-cash deferred rent charge during the nine months
ended September 30, 2004.

                                       8

<PAGE>

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 in October 2004 for an additional year
and settlement talks are ongoing. All payments will be applied to the amounts
due PANYNJ by virtue of their judgments. The Company's current liability is
estimated to be $309,000 and assumes no interest charges. As of November 19,
2004, the Company is actively attempting to settle this dispute.

Long-term liabilities include $ 605,775 in the long term portion of notes
payable including interest and $1,213,862 of the long term portion of lease
commitments. These lease commitments include $ 834,143 payable at a rate of
$25,000 per month until September 2008. See Item 5, "Other Information" in this
report on form 10-QSB for further information.

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 1,250 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 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.

                                       9

<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:

A) On July 21, 2004, the Company settled all controversies with Jersey City and
its various departments in the actions entitled New York Cross Harbor Railroad
Terminal Corp. v Jersey City, Federal District Court, Index No. 02-cv-1884 and
Jersey City Health Division v New York Cross Harbor Terminal Corp., Superior
Court of New Jersey. These two related matters concerned the Company's
intermodal operations in Jersey City and the recent land filling and leveling
activities. Jersey City sought an injunction alleging a public nuisance and
violations of certain environmental statutes including the New Jersey Solid
Waste Management Act. The terms though confidential included the Company testing
the facility and sponsoring Earth day events in the community which will focus
on ecology and environmental improvements in Jersey City. The parties have also
agreed to work together more closely in the future, in order to avoid further
controversies. The results of all of the samples which were taken under NJDEP
supervision and tested at an approved NJDEP facility supported the Company's
contention that no hazardous or toxic dumping took place in the Greenville, New
Jersey yard.

B) On July 13, 2004, the United States Court of Appeals for the District of
Colombia Circuit ruled in the Company's favor, in the matter of the New York
Cross Harbor Railroad Terminal Corporation ("NYCH") versus the Surface
Transportation Board and the New York City Economic Development Corporation
("NYCEDC") (case No. 03-1269). This case began on November 2, 2001, when NYCEDC
filed an adverse abandonment petition with the Surface Transportation Board (the
"STB") against the Company's rail subsidiary NYCH. NYCEDC acting on behalf of
the City of New York was seeking to remove NYCH, from the Bush Terminal Yard in
Brooklyn, New York. NYCH is the only rail-freight carrier providing rail-barge
service across the New York Harbor. On May 9, 2003, the STB granted the adverse
abandonment. On June 2, 2003, the Company petitioned the STB for a stay of the
abandonment pending judicial review and seven local shippers, which would be
affected by the abandonment, joined NYCH in its petition to the Court. On August
27, 2003 the stay was granted by the STB and in September 2003, the Company
filed its Appeal in US District Court.


In the U. S. Court of Appeals' ruling, the court stated; "In sum, the Board
failed to distinguish its adverse abandonment precedent and to properly balance

                                       10

<PAGE>

all of the competing interests involved in the abandonment application. In each
respect, it acted arbitrarily and capriciously in granting NYCEDC's abandonment
application. Accordingly, we grant Cross Harbor's petition for review and remand
the matter to the Board. For the foregoing reasons, the Surface Transportation
Board's decision granting NYCEDC's abandonment application is vacated and the
matter is remanded to the Board for further consideration in light of this
opinion".

The SEC disclosure requirements for Form 10-QSB provide that only new
proceedings or updates to previous disclosures need be included in the report.
Please see the Company's annual report on Form 10-KSB for year ended December
31, 2003, the quarterly report on Form 10-QSB for the three months ended March
31, 2004 and the quarterly report on Form 10-QSB for the six months ended June
30, 2004 for further information on legal matters and other contingencies.


Item  2.    Unregistered Sales of Equity Securities and Use of Proceeds:

Series D Preferred Stock

Pursuant to an agreement dated February 4, 2004 Transit Rail, LLC purchased an
additional 250 shares of Series D Preferred Stock at a purchase price of $1,000
per share during the three months ended September 30, 2004 and has purchased an
aggregate of 1,250 shares and has agreed to purchase up to 1,250 additional
shares of Series D Preferred Stock.

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.

Item  3.   Defaults Upon Senior Securities:

                  None

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

In August 2004 pursuant to a Consent Solicitation Statement the Company sought
the consent of its stockholders for the following two proposals:

1. the filing of an amendment to the Company's Certificate of Incorporation
 which increased the number of authorized shares of common stock, $.0001 par
 value, from 200,000,000 to 280,000,000 shares; and

2. the ratifying of the transactions contemplated by the Investment Agreement
 dated February 4, 2004 by and between the Company and Transit Rail LLC (the
 "Investor"), pursuant to which, among other things: (i) the Investor has agreed
 to purchase 2,500 shares of the Company's Series D Preferred Stock, (ii) the
 Company has expanded the size of the Board of Directors from four directors to
 five directors, and (iii) the Company has agreed to authorize additional shares
 of common stock such that the Company will have a sufficient number of shares
 of common stock as is required in connection with all outstanding options,
 warrants and conversion rights.

                                       11

<PAGE>

 In connection with the first proposal as of August 23, 2004, the Company
received 102,331,752 votes in favor of the proposal and 6,181,748 votes against
the proposal. In connection with the second proposal as of August 23, 2004, the
Company received 232,194,454 votes in favor of the proposal and 6,216,073 votes
against the proposal.

Item  5.   Other Information:

On September 30, 2004, the Company entered into a fleet equipment lease with
Consolidated Logistics & Transportation, LLC, a company which is controlled by
Ronald Bridges the Company's Chief Executive Officer and a director. The fleet
includes 27 dump trailers, six walking floor trailers, five tri-axel dump
trucks, and nine tractors. The lease provides for a term of 48 months, monthly
lease payments of $25,000 and an option exercisable by Company to purchase the
equipment for a purchase price of$1 at the end of the term. In addition, the
Company has an option to terminate the lease with 90 days notice.

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

         (a) Exhibits

               10.1    Executive Contract Agreement dated as of April 1, 2004 by
                       and among Todd Sage, the Company and JS Transportation,
                       Inc.
               10.2    Executive Contract Agreement dated as of April 1, 2004 by
                       and between Blue Ribbon Group, New York Cross Harbor
                       Railroad Terminal Corporation, the Company, OSK Capital
                       I, JS Transportation, Inc. and CH Proprietary
               10.3    Equipment Lease dated as of September 2004 by and between
                       Consolidated Logistics and Transportation, LLC and JS
                       Transportation, Inc.

               31.1    302 certification of CEO

               31.2    302 certification of CFO

               32.1    906 certification of CEO

               32.2    906 certification of CFO

         (b) Reports on Form 8-K:

                  None


                                       12

<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: November 19, 2004                  By:/s/ Ronald W. Bridges
                                          ------------------------------------
                                                Ronald W. Bridges,
                                                Chief Executive Officer

Date: November 19, 2004                  By:/s/ Joel Marcus
                                          ------------------------------------
                                                Joel Marcus,
                                                Chief Financial Officer