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



                                   FORM 10-QSB/A



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

               For the quarterly period ended: September 30, 2000


                        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 170,238,655 shares of the Registrant's Common Stock outstanding as of
September 30, 2000


<PAGE>


                                      INDEX

Part  I: Financial Information

Item 1.  Financial Statements:

 Unaudited Consolidated Balance Sheet - as of September 30, 2000               2

 Unaudited  Consolidated  Statements  of  Operations,  Nine Months Ended
 September 30, 2000 and September 30, 1999 and the three months
 ending September 30, 2000 and September 30, 1999                              3

 Unaudited Consolidated Statement of Cash Flows, Nine Months Ended
 September 30, 2000 and September 30, 1999                                     4

 Notes to Consolidated Financial Statements                                  5-7

Item 2.
 Management's Discussion and Analysis or
 Plan of Operations                                                          8-9

Part II:
 Other Information                                                            10

Item 1.  Legal Proceedings                                                    10

Item  2. Change in Securities                                                 10

Item  3. Defaults Upon Senior Securities                                      10

Item  4. Submission of matters to a vote of Security Holders                  10

Item  5. Other Information                                                    10

Item  6. Exhibits and Reports on Form 8-K                                     10

Signatures                                                                    11


<PAGE>

                    NEW YORK RAIL CORPORATION AND AFFILIATES
                           CONSOLIDATED BALANCE SHEET
                               SEPTEMBER 30, 2000
                                   (Unaudited)
                                   (Restated)


                                     ASSETS

CURRENT ASSETS:
 Cash                                                      $             87,255
 Accounts receivable                                                    847,308
 Other current assets                                                   108,742
                                                             -------------------
  TOTAL CURRENT ASSETS                                                1,043,305

PROPERTY AND EQUIPMENT, net                                           4,358,438

OTHER ASSETS                                                             87,011
                                                             -------------------
                                                           $          5,488,754
                                                             ===================

                      LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES:
 Accounts payable and accrued expenses                     $          3,456,432
 Notes payable and current maturities of long term debt               1,972,693
 Payroll and payroll taxes payable                                      745,088
                                                             -------------------
  TOTAL CURRENT LIABILITIES                                           6,174,213
                                                             -------------------

LONG TERM DEBT, NET OF CURRENT MATURITIES                               624,974

MINORTY INTEREST                                                        487,324

TEMPORARY EQUITY                                                      1,512,500

STOCKHOLDERS' DEFICIIT:
 Common stock, $ .0001 par value;
  authorized 200,000,000 shares;
  issued and outstanding 170,238,655 shares                              17,024
 Preferred stock series C convertible                                   500,000
 Additional paid-in capital                                           9,591,031
 Accumulated deficit                                                (13,418,312)
                                                             -------------------
  TOTAL STOCKHOLDERS' DEFICIT                                        (3,310,257)
                                                             -------------------
                                                           $          5,488,754
                                                             ===================












                 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,
                      --------------------------------- ---------------------------------
                               2000            1999           2000            1999
                      --------------------------------- ---------------------------------
                           (Unaudited)      (Unaudited)    (Unaudited)     (Unaudited)
                                                                            (Restated)

<S>                       <C>            <C>            <C>             <C>
OPERATING REVENUES        $  1,907,424   $   1,733,182  $   6,781,199   $   3,033,486

OPERATING EXPENSES           1,617,485       1,597,330      5,801,277       2,665,541
                         -------------    ------------- -------------    ------------

INCOME FROM OPERATIONS         289,939         135,852        979,922         367,945

ADMINISTRATIVE EXPENSES        102,760         111,523        918,144       1,124,782
                         -------------    ------------- -------------    ------------
INCOME (LOSS) FROM
 OPERATIONS                    187,179          24,329         61,778        (756,837)

INTEREST EXPENSE               (48,104)        (53,395)      (184,081)       (216,897)

BENEFICIAL CONVERSION
 FEATURE                          -         (1,395,000)          -         (1,395,000)
                         -------------    ------------- -------------    ------------

INCOME (LOSS) BEFORE
 MINORITY INTEREST             139,075      (1,424,066)      (122,303)     (2,368,734)

MINORITY INTEREST IN
 INCOME OF SUBSIDIARY          (66,190)        (22,160)      (145,989)        (63,479)
                         --------------   ------------- -------------    -------------

NET INCOME (LOSS)         $     72,885   $  (1,446,226) $    (268,292)  $  (2,432,213)
                         ==============   ============= =============    =============

INCOME (LOSS PER COMMON
SHARE-BASIC AND DILUTED   $       0.00   $       (0.01) $        0.00   $       (0.02)
                         ==============   ============= =============    =============

WEIGHTED AVERAGE NUMBER
 OF COMMON SHARES          161,500,000     151,284,460    161,500,000     151,284,460
                         ==============   ============= =============    =============


</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,
                                                --------------------------------
                                                    2000                 1999
                                                --------------------------------
                                                 (Unaudited)         (Unaudited)
                                                                      (Restated)
CASH FLOWS FROM OPERATING ACTIVITIES:
 Net loss                                     $   (268,292)        $ (2,432,213)
                                                ------------        ------------
 Adjustments to reconcile net loss to
  net cash used in operating activities:
   Depreciation                                    158,300              205,000
   Amortization                                       -                  35,000
   Warrants issued for extension of debt              -                  56,608
   Minority interest in subsidiary earnings        145,989               80,629
   Warrants issued for extension of debt              -                  56,609
   Beneficial conversion feature                      -               1,395,000

Changes in assets and liabilities:
 Increase in accounts receivable                  (206,064)            (413,396)
 Increase in prepaid expenses                      (18,000)                -
 (Increase) decrease in other current assets        21,273             (182,435)
 Increase (decrease) in accounts payable        (1,047,494)             309,792
 Decrease in accrued expenses                      361,787              228,477
 Inrease (decrease) in payroll taxes payable       179,081             (341,469)
 Increase in deferred rent                           3,625               10,000
                                             ---------------        ------------
                                                  (401,503)           6,011,905
                                             ---------------        ------------

NET CASH USED IN OPERATING ACTIVITIES             (669,795)          (1,049,006)
                                             ---------------        ------------

CASH FLOWS FROM INVESTING ACTIVITIES
 Capital expenditures                             (386,827)            (261,117)
 Proceeds from sale of property and equipment       92,823                 -
 Increase in due to affiliates                      20,000                 -
 Decrease in other assets                            5,114                 -
 Increase in investment in subsidiary              (18,000)                -
                                             ---------------        ------------
NET CASH USED IN INVESTING ACTIVITIES             (286,890)            (261,117)
                                             ---------------        ------------

CASH FLOWS FROM FINANCING ACTIVITIES:
 Proceeds from notes payable                       475,000                  -
 Receipts from (payment of)long term debt          117,538              (73,544)
 Receipts from (payment of)convertible
  notes - other                                   (232,896)             662,740
 Receipts from (payment of)convertible
  notes - related party                           (813,362)             654,532
 Payment of other current debt
   - related party                                    -                 (73,414)
 Payment of other current debt                     (34,545)             (50,000)
 Proceeds from issuance of capital stock         2,079,833              198,889
 Preferred stock                                  (750,000)                -
                                             ---------------        ------------
NET CASH PROVIDED BY FINANCING ACTIVITIES          841,568            1,319,203
                                             ---------------        ------------

NET DECREASE IN CASH                              (115,117)               9,080

CASH - BEGINNING OF PERIOD                         202,372                8,291
                                             ---------------        ------------

CASH - END OF PERIOD                          $     87,255         $     17,371
                                             ===============        ============




                     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, 2000,  and the results of operations and cash flows
for the nine-month period ending September 30, 2000 and 1999 have been included.

The results of operations for the nine - month  period ended  September 30, 2000
are not necessarily  indicative of the results to be expected for the full year.


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       170,238,655       17,024

The company has amended its Articles of Incorporation to increase the authorized
common stock to 200,000,000

a.       Changes in Securities:

         The Company issued  302,086 shares of its common stock in  satisfaction
         of bills for legal services in the amount of $63,480.

         In July 2000,  the  Company  issued to two  un-related  parties  25,000
         shares each of the  Company's  common stock in settlement of additional
         interest owed as a result of previous notes payable.

         In satisfaction of $63,000 dollars of the Company's  convertible  notes
         and the interest due thereon the Company issued 377,920 shares.

         a.  In 1998,  the Company  reversed  the  issuance of 12,500  shares of
         Series  B  Cumulative  Convertible  Preferred  Stock  (" the  Preferred
         Shares")  to  the  Company's  former  president  which  were  issued in
         exchange  for  his  return  of  10,000,000   common   shares.   Counsel
         determined  that the preferred  shares were invalidly issued because an
         amendment  to  the terms of the  Series B shares  required  shareholder
         approval,  which  the  Company  never  obtained.  The  Company  has not
         returned  the 10,000,000 shares to the former president and accordingly
         has  recorded the redemption  value of the common shares in a temporary
         equity  account pending resolution of the transaction.

         In June  2000,  the  Company  issued  500,000  shares  of its  Series C
         Preferred  stock to John Marsala, a principal  shareholder,  in payment
         of $500,000  in past due convertible notes and accrued interest owed to
         him.  Each  Share  of Series C Preferred Stock is entitled to an annual
         dividend  of  $0.10  per  share,  commencing  June  2000. Dividends not
         declared by the Board of Directors cumulate and accrue interest at  10%
         per annum.  Upon  any  liquidation  or dissolution of the Company, each
         outstanding Series C Preferred share is entitled to a  distribution  of
         $1.20 per share (plus any unpaid dividends)  prior to any  distribution
         to  the  holders  of  the Company's common stock. At the option of  Mr.
         Marsala,  each  Series  C  Preferred  share  may  be converted into the
         greater of (i) 12.82 shares of the Company's  common stock or  (ii) the
         number of shares  determined  by dividing  $1.00 by an amount  equal to
         90% of the  average  closing  price of the  Company's  common stock for
         the five trading  days preceding the date of conversion. For each share
         of common stock  received upon the conversion of the Series C Preferred
         shares, Mr. Marsala will recive a warrant which will allow  Mr. Marsala
         to purchase 1.0452 shares of the Company's common stock  at a  price of
         $0.12 per share at any time prior to the later of 90 days following the
         dated the shares issuable upon the exercise  of the warrant  have  been
         registered  for  public  sale or  90  days after the conversion  of the
         Preferred  shares.  Each Series C Preferred share is  entitled  to  300
         votes on any matter presented to the Company's shareholders.


                                       5

<PAGE>

3.       LEGAL MATTERS AND OTHER CONTINGENCIES

                  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 rental payments for a Tug Boat owned by PANYNJ.

                  The  financial  statements  have been  restated to account for
these judgments.  The Company has reflected the full amount of the judgment as a
current  liability.  In  addition,  statutory  interest at a rate of 9% has been
accrued  annually.  Therefore  the effect of  recording  these  judgments  is to
increase current liabilities and decrease stockholders' deficit by approximately
$658,000 (including accrued interest of ($218,000).

                  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 PANYNJ  reached a temporary  repayment  agreement
whereby, NS would remit 20% of all accounts receivable due the Company to PANYNJ
until  such  time as a  permanent  agreement  could be  reached.  The  temporary
repayment agreement has been subsequently extended on several occasions. Through
July 2000  approximately  $25,000  has been  remitted  to the  PANYNJ in partial
satisfaction of the judgment. Management is currently negotiating with PANYNJ in
an attempt to arrive at a settlement amount and structure a long-term  repayment
schedule.

                  In  researching  the  judgment  with  the  PANYNJ, the Company
discovered  that a deal had  previously  been reached  regarding  this  dispute,
whereby NYCH (our  subsidiary),  agreed not to contest the judgment.  Along with
other terms and conditions,  the PANYNJ agreed to settle the issue for $100,000.
One of the reasons for such a reduction was that the tugboat in question was not
in the condition agreed upon its charter.  In continuing  negotiations  with the
PANYNJ,  they agreed that the Cross Harbor Floating Operations were vital to the
region,  and therefore the PANYNJ released the lien on a  month-to-month  basis.
During fiscal year 2000 the company  received 100 % of all  revenues.  Recently,
upon  further  meetings  with the PANYNJ,  they agreed to release the lien until
further  notice.  They also suggested that the Company submit to their Board for
approval the benefits of the company to interstate commerce for both NY & NJ. It
was felt  that a  compelling  argument  would  greatly  reduce,  if not  totally
eliminate, the necessity for future payments.

4.      Pro Forma Results of Operations

The following unaudited proforma condensed combined statements of operations for
the nine  months  ended  September  30,  1999  gives  retroactive  effect to the
acquisition  of JST on April 1, 1999,  which was accounted for as purchase.  The
unaudited proforma condensed combined statements of operations gives retroactive
effect to the  foregoing  transaction  as if it had occurred at the beginning of
1999.  The proforma  statement  does not purport to represent what the Company's
results of operations would actually have been if the foregoing  transaction had
actually  been  consummated  on such date or project  the  Company's  results of
operations for any future period or date.

                 The proforma statement should be read in conjunction with the
historical financial statements and notes thereto.


                                                     Nine Months Ended
                                                        September 30,
                                                           1999
                                                     -------------------
Revenues                                             $ 3,501,135
Loss before extraordinary items
 and minority interest                                (2,368,734)
Net Loss                                              (2,432,213)
Loss per share                                             (0.02)
Weighted average number of shares outstanding        151,284,460

                                       6
<PAGE>

5.   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, 2000
-----------------------
Segment assets                  $ 3,679,556      $ 1,809,198         $5,488,754

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)              (420,241)         151,949           (268,292)
Interest income                        -                -                  -
Interest expense                    153,581           30,500            184,081
Depreciation and amortization        98,300           60,000            158,300


                                  Railroad         Trucking             Total
                                -------------   ---------------      -----------
Nine months ended September 30, 1999
-------------------------------------
Operating revenues              $   595,141     $  2,438,345         $3,033,486
Gross profit                        169,018          198,927            367,945
Segment profit (loss)            (2,516,133)          83,920         (2,432,213)
Interest income                        -                -                  -
Interest expense                    180,960           35,937            216,897
Depreciation and amortization       141,000           99,000            240,000

6.      RESTATEMENT

The accompanying  financial statements have been restated to properly record the
effects of the restatement by the Company of the 1998 financial statements,  the
reversal of  $4,628,699  of excess  beneficial  conversion  ($4,628,699  for the
quarter  ended  September  30, 1999 and for the nine months ended  September 30,
1999),  the  accrual  of an  additional  $1,015,506  ($0 for the  quarter  ended
September  30, 1999,  $56,609 for the nine months ended  September 30, 1999) and
for interest expense for additional  warrants issued to extend the maturity date
of convertible debt.

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

                                           As                            As
                                        Reported      Adjustments     Restated
                                      ------------------------------------------

Balance Sheet Adjustments
 Current Liabilities                 $  5,999,988        174,225      6,174,213
 Temporary Equity                          -           1,512,500      1,512,500
 Additional paid-in capital            15,283,912     (5,692,881)     9,591,031
 Accumulated deficit                  (17,424,468)     4,006,156    (13,418,312)

Statement of Operations
 Adjustments
Nine months ended September 30, 1999
 Loss from operations                $    756,837   $       -      $    756,837
 Net loss                               7,004,303     (4,572,090)     2,432,213
 Net loss per common share basic     $      (0.05)  $       -      $      (0.02)

Three months ended September 30, 1999
 Income from operations              $     24,329   $       -      $     24,329
 Net loss                               6,074,925     (4,628,699)     1,446,226
 Net loss per common share basic     $      (0.04)  $       -      $      (0.01)

                                       7
<PAGE>

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

               This report  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
timing of orders  and  shipments,  market  acceptance  of  products,  ability to
increase level of production, impact of government requisitions, 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

                  During the nine months ending  September 30, 2000, the Company
had  $6,781,199  in  revenue  compared  to  $3,033,406  in  revenue  during  the
corresponding  prior year period, an increase of 123.55%.  This increase was due
to an increase in the  trucking  operations  to  approximately  $5,800,000  from
approximately  $2,900,000  for the  corresponding  nine month  period in 1999 an
increase of 100% (See Note 4 for pro forma results).

                  Expenses for the nine months  ending  September  30, 2000 were
$5,801,277  compared to $2,665,541 an increase of $3,135,736 or 117.64% over the
corresponding year. This increase in expense is due primarily to a corresponding
increase in  operating  expenses  for the  trucking  operation  due to increased
revenues plus the inclusion of JST's  operating  expenses for a full nine months
versus six months in the prior year.

                  The Company recognized a net profit for the three months ended
September 30, 2000 of $72,885 versus a loss for the three months ended September
30, 1999 of $(1,446,226).

                  The  components  of  the  Company's  operating  revenues   and
expenses by business  segment  during the nine months  ending  September 30, 200
were

                                            Railroad       Trucking

Operating revenues                          $966,000       $5,815,000
Operating expenses                          $462,000       $5,339,000
Gross profit                                $504,000       $  476,000

                  The  beneficial  conversion  expense  of $1,395,000 during the
nine months ended  September 30, 1999 was due to the sale of  promissory  notes,
which were convertible into shares of the Company's common stock at prices below
prevailing market prices.  Beneficial  conversion  expense with respect to notes
sold during the nine months ended  September  30, 2000 with  similar  conversion
features was not material.

                  The company presently has no material  commitments for capital
expenditures.

                  The company is currently  reviewing  certain  transactions  by
former management.

LIQUIDITY AND CAPITAL RESOURCES

                  The Company's  working  capital  deficit at September 30, 2000
was $5,130,908  compared to a deficiency of $5,147,857 at December 31, 1999. The
increase in working capital was primarily due to the conversion of approximately
$500,000 of  convertible  notes into shares of common and  preferred  stock.  In
addition,  the Company  recognized  profits from  operations for the nine months
ended  September 30, 2000 of $61,778 versus a loss from  operations for the nine
months ended September 30, 1999 of $756,837.

                  The Company's dramatic improvement in operating income was due
to increased revenues and expense with  corresponding  reductions of expenses at
both  JST and  NYCH.  Management  anticipates  continued  growth  and  increased
profitability in both its rail/barge and trucking operations. The acquisition of
JST was a  significant  contributor  to the  overall  profits  from  operations.
Management  intends on acquiring the remaining 49% of the outstanding  shares of
JST.  The terms of the  acquisition  are  still  under  negotiation.  Management
anticipates completion of this transaction in the near future.

                Although  during  fiscal  2001  the  Company  expects  that  its
operations  will  begin  to  generate  net  income,  the  Company   nevertheless
anticipates,  based on  projected  sales  volume that it will  suffer  losses of
approximately $100,000 until the Company becomes profitable. The Company expects
that  it  will  be able to meet  all  its  routine  working  capital  needs  and
operational  costs from new business created based on customer demand during the
current year.


                                       8
<PAGE>

As of September 30, 2000 the Company had the following liabilities;

   Accounts payable and accrued expenses        $       2,686,432
   Notes payable and current maturities
    of long-term debt                                   1,972,693
   Accrued real estate taxes                              770,000
   Payroll taxes payable                                  745,088

                  Accounts payable and accrued liabilities include $508,000 owed
for accrued interest on convertible notes and for accrued legal fees. A majority
of the legal fees are payable  through  options  granted to the  respective  law
firms. 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  $440,000. The Company is currently negotiating with the
PANYNJ for a long-term payout. Management is confident such an agreement will be
reached in the near future.

                  Accounts  payable and accrued  expenses  include $345,000 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 near future.

                   The notes payable are  convertible in nature.  The Company is
of the opinion  that all or  substantially  all of these notes will be converted
into shares of the Company's commons stock.

                  Based upon  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.

                  The Company is currently negotiating with the Internal Revenue
Service in an effort to settle all past payroll tax  liabilities.  At this point
in  the  negotiation,  it is  impossible  for  management  to  determine  if the
liability  can be  settled  for any amount  less than the  amount  that has been
statutorily  assessed  to the  Company.  Said amount is  reflected  as a current
liability in the company's financial statement.

                   During the nine months ended September 30, 2000 the Company's
operations  used  approximately  $669,795  in  cash  and  the  Company  acquired
approximately $390,000 of property and equipment.  The Company financed its cash
needs during this period  primarily  through the sale of convertible  notes.  In
April 2000 JST became  profitable and began  providing the Company with a source
of cash.

Based upon the foregoing,  the Company's  anticipated capital needs for the next
twelve months are as follows;

  Operating Losses                                                      $100,000

  Payment of trade payables and accrued liabilities                     $100,000

  Repairs to Bush and Greenville terminals                              $100,000

  Repairs to locomotives and car floats                                 $100,000

  Payroll taxes, real estate taxes, and
   related interest and penalties                                       $750,000


                  The  Company's  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.  Based upon recent operating trends,  management feels that Company's
rail operations  will be able to contribute to the  satisfaction of a portion of
these  obligations.  The  Company's  trucking  operation  has been  historically
profitable  and has provided the Company with  positive  cash flow. In addition,
the Company's trucking operation has been able to secure conventional  equipment
financing during the past year. It is anticipated that any additional  equipment
purchased for the trucking  operations will also utilize this type of financing.
In order to fund the Company's  rail  subsidaries  operating  losses and satisfy
aged  liabilities,  the Company intends on warrant  holders to exercise  current
outstanding  warrants.  In addition,  management is currently  negotiating  with
several  federal and state  government  agencies  that  oversee the  awarding of
transportation infrastructure grants of which is rail subsidiary is qualified to
receive.

                  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  and
become profitable.


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<PAGE>

Part II:          Other Information

Item:  1.         Legal Proceedings:

                  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 is a recently filed lawsuit by three individuals  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 or about
1993.  These two  individuals  claim that they were not paid by  Crawford.  They
allege that NYCH has guaranteed the performance of Mr. Crawford.  Because of the
recent nature of this lawsuit we have not conducted an extensive  review of this
matter and at this time cannot comment on the viability of the allegation.

               Murphy, Marseilles, Smith & Nammack, Inc. Chapter 7 Case No. 98 B
42104 (SMB)Richard E. O'Connell v NYRR Adversary  Proceeding No. 00-02413.  This
is an action brought by the trustee for the Murphy, Marseilles, Smith & Nammack,
Inc. Estate. The trustee claims that Murphy,  Marseilles,  Smith & Nammack, Inc.
made a loan to Best Sellers in the amount of $50,000. The Trustee has produced a
copy of a Note dated April 11, 1996.  NYRR has no record of having ever received
the money nor did Best Sellers disclose this obligation in the merger documents.
Further, we have been informed that a certification was executed by Martin Weber
whereby he  affirms  that Best  Sellers  never  authorized  the note nor did the
Company  receive the proceeds.  We are attempting to locate this  document.  The
Company  is  currently  assessing  the  merits of the  claim  and has  consulted
counsel.


Item  2. Changes in Securities:

a. The Company  issued  302,086  shares of its common stock in  satisfaction  of
   bills for legal services in the amount of $63,480.

b. In July 2000, the Company issued to two un-related parties 25,000 shares each
   of the Company's  common stock in  settlement  of additional  interest owed
   as aresult of previous notes payable.

c. In satisfaction of $63,000 dollars of the Company's convertible notes and the
   interest due thereon the Company issued 377,920 shares.

          The Company relied upon the exemption provided by Section 4 (2) of the
Securities Act of 1933 in connection with the sale of these shares  described in
Notes A and B above. The shares issued in these  transactions  were acquired for
investment  purposes only and without a view to  distribution.  The persons that
acquired these shares were fully informed about matters  concerning the Company,
including  its  business,  financial  affairs and other matters and acquired the
securities for their own accounts.  The securities referred to in this paragraph
are  "restricted"  securities  as  defined  in Rule  144 of the  Securities  and
Exchange  Commission.  No underwriters were used and no commissions were paid in
connection with the issuance of these shares.

          The Company relied upon the exemption  provided by Section  3(a)(9) of
the  Securities  Act of 1933 in  connection  with  the  issuance  of the  shares
described above.  The shares referred to are restricted  securities as that term
is defined in Rule 144 of the Securities and Exchange Commission.

Item  3. Defaults Upon Senior Securities:

         None

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

         None

Item  5. Other Information:

         None

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<PAGE>

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


(a)      Exhibit 27  Financial Data Schedule Filed herewith Electronically

         (b)      Reports on Form 8-K:

                  None


                                   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:  July  , 2001                      /s/RONALD W. BRIDGES
                                         ____________________________
                                         RONALD W. BRIDGES, PRESIDENT

Date:  July  , 2001
                                         /s/JOEL MARCUS
                                         _____________________________________
                                         JOEL MARCUS , CHIEF FINANCIAL OFFICER



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