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



                                   FORM 10-QSB



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

                 For the quarterly period ended: March 31, 2001


                        Commission file number: 000-28583


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


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



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


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


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

                                Yes [ X ] No [ ]


There were 171,426,189 shares of the Registrant's Common Stock outstanding as of
March 31, 2001.


<PAGE>





                                      INDEX

Part  I:          Financial Information

Item 1.           Financial Statements:

Unaudited Consolidated Balance Sheets - as of March 31, 2001 ........3

Unaudited Consolidated Statements of Operations,
Three Months Ended March 31, 2001 and March 31, 2000.................4

Unaudited Consolidated Statement of Cash Flows,
Three Months Ended March 31, 2001 and March 31, 2000.................5

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

Item 2.   Management's Discussion and Analysis or
          Plan of Operations.......................................7-8


Part II:  Other Information..........................................9

 Item 1.  Legal Proceedings..........................................9

 Item 2.  Change in Securities.......................................9

 Item 3. Defaults Upon Senior Securities.............................9

 Item 4. Submission of matters to a vote
                    of Security Holders..............................9

 Item 5. Other Information...........................................9

 Item 6. Exhibits and Reports on Form 8-K............................9


Signatures...........................................................9









<PAGE>










               NEW YORK REGIONAL RAIL CORPORATION AND AFFILIATES
                           CONSOLIDATED BALANCE SHEET

                                     ASSETS

                                                     March 31,
                                                       2001
                                                    -----------
                                                    (Unaudited)
CURRENT ASSETS:
 Cash                                              $    81,425
 Accounts receivable - trade, net of allowance
   for doubtful accounts of $27,865                  1,036,553
 Other current assets                                   71,900
                                                    -----------
  TOTAL CURRENT ASSETS                               1,189,878

PROPERTY AND EQUIPMENT, net                          3,579,243

OTHER ASSETS                                           468,872
                                                    -----------
                                                   $ 5,237,993
                                                    ===========

                      LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES:
 Accounts payable
  and accrued expenses                             $ 2,689,921
 Notes payable and
  current maturities of long term debt               1,353,111
 Payroll and payroll taxes payable                     789,431
                                                    -----------
         TOTAL CURRENT LIABILITIES                   4,832,463
                                                    -----------

DEFERRED RENT PAYABLE                                  107,718

LONG TERM DEBT, NET OF CURRENT MATURITIES            1,114,201

MINORTY INTEREST                                        94,830

TEMPORARY EQUITY                                     1,512,500

STOCKHOLDERS' DEFICIT:
 Common stock, $ .0001 par value;
  authorized 200,000,000 shares;
  issued and outstanding 171,426,189 shares             17,143
 Preferred stock series C convertible                  500,000
 Additional paid-in capital                         10,367,300
 Accumulated deficit                               (13,308,162)
                                                    -----------
 TOTAL STOCKHOLDERS' DEFICT                         (2,423,719)
                                                    -----------
                                                   $ 5,237,993
                                                   ============

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

                                       3
<PAGE>


                NEW YORK REGIONAL RAIL CORPORATION AND AFFILIATES
                      CONSOLIDATED STATEMENTS OF OPERATIONS





                                    Three Months Ended March 31,
                                   ----------------------------------
                                       2001                2000
                                   ----------------------------------
                                     (Unaudited)       (Unaudited)


OPERATING REVENUES                $   1,181,880      $  2,402,104

OPERATING EXPENSES                      959,938         2,147,819
                                    -------------      -----------
GROSS PROFIT                            221,942           254,285

ADMINISTRATIVE EXPENSES                 327,213           322,798
                                    -------------      -----------
LOSS FROM OPERATIONS                   (105,271)          (68,513)

INTEREST EXPENSE                        (48,210)          (64,710)
                                    -------------      -----------
NET LOSS BEFORE
MINORITY INTEREST                      (153,481)         (133,223)

MINORITY INTEREST
IN INCOME OF SUBSIDIARY                  (9,596)          (50,856)
                                    -------------      -----------

NET LOSS                               (163,077)         (184,079)

DEEMED PREFERRED STOCK DIVIDEND          12,500              -
                                    -------------      -----------
LOSS APPLICABLE TO COMMON
 SHAREHOLDERS                     $    (175,577)     $   (184,079)
                                    =============      ===========

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

WEIGHTED AVERAGE
 NUMBER OF COMMON SHARES             170,528,750       168,220,300
                                    =============      ===========


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

                                        4


<PAGE>



                NEW YORK REGIONAL RAIL CORPORATION AND AFFILIATE
                      CONSOLIDATED STATEMENT OF CASH FLOWS

                                                    Three Months Ended March 31,
                                                    ----------------------------
                                                         2001           2000
                                                    ----------------------------
                                                        (Unaudited)  (Unaudited)

CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss                                             $   (163,077)   $(133,223)
                                                          ---------    ---------
Adjustments  to  reconcile
 net loss to net cash  (used  in)  provided  by
 operating activities:
Depreciation and amortization                             137,061       78,550
Minority interest in subsidiary earnings                    9,596       50,856
Stock issued as compensation                                  950         -

Changes in assets and liabilities:
(Increase)/decrease in accounts receivable                (80,224)      59,737
(Increase)/decrease in current assets                      19,100       (3,397)
Decrease in other assets                                    1,818         -
Increase/(decrease) in accounts payable                   247,148     (604,625)
Increase  in accrued expenses                                 -          7,421
Increase in payroll taxes payable                          27,846      100,574
Increase/(decrease) in deferred rent                        6,218       (1,811)
                                                          ---------    ---------
                                                          369,513     (312,695)
                                                          ---------    ---------
NET CASH PROVIDED BY (USED IN)
 OPERATING ACTIVITIES                                     206,436     (445,918)
                                                          ---------    ---------

CASH FLOWS FROM INVESTING ACTIVITIES
 Capital expenditures                                       (5,304)    (72,865)
                                                          ---------    --------
NET CASH USED IN INVESTING ACTIVITIES                       (5,304)    (72,865)
                                                          ---------    --------

CASH FLOWS FROM FINANCING ACTIVITIES:
 Payments of long term debt                               (160,777)    (24,965)
 Payments of convertible notes - other                        -       (286,000)
 Payments of convertible notes - related party                -       (300,000)
 Proceeds from other current debt- related party              -        320,000
 Payments of other current debt - other                       -       (170,656)
 Advances to affiliates                                       -           -
 Proceeds from issuance of capital stock                      -        895,700
                                                          ---------    ---------
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES       (160,777)    434,079
                                                          ---------    ---------
NET INCREASE/ (DECREASE) IN CASH                            40,355     (84,704)

CASH - BEGINNING OF PERIOD                                  41,070     211,511
                                                          ---------    ---------
CASH - END OF PERIOD                                     $  81,425   $ 126,807
                                                          =========    =========


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

                                    5
<PAGE>
                NEW YORK REGIONAL RAIL CORPORATION AND AFFILIATES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


1.       BASIS OF PRESENTATION

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

     In the opinion of the Company's management,  all adjustments (consisting of
normal recurring  accruals)  necessary to present fairly the Company's financial
position as of March 31, 2001 are included.

     The results of operations  for the three - month period ended March 31,2001
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      171,426,189         17,143

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

     On March 22, 2001 the Company  issued  9,500  shares of  restricted  stock,
pursuant to its "Stock Bonus Plan", to employees of its rail  subsidiary.  These
grants were issued on the basis of years employed.  On the date of the grant the
Company's  Common stock was valued at $0.10.  The Company has  recorded  $950 as
compensation expense.

On March 21, 2001, the Company issued  1,000,000 shares in the name of W. Robert
Bentley.  These shares will be distributed to Mr.Bentley in accordance  with his
employment  and  settlement  agreements  with  the  Company  of 1997  and  2000,
respectively.

3.       LEGAL MATTERS AND OTHER CONTINGENCIES

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.
bankruptcy estate. The bankruptcy trustee claims that Murphy, Marseilles,  Smith
& Nammack,  Inc.  made a $50,000 loan to the Company in April 1996.  The Company
has settled this claim for $7,500 in April of 2001.

4.   Segment Information

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

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

                                  Railroad         Trucking             Total
                                -------------   ---------------      -----------
As of March 31, 2001
-----------------------
Segment assets                  $ 2,580,206      $ 1,916,570         $4,496,776

Three months ended March 31, 2001
----------------------------------
Operating revenues              $ 322,883       $  858,997           $1,181,880
Gross profit                      $188,892       $  33,050              221,942
Segment profit (loss)            (173,064)           9,987             (163,077)
Interest income                      -                -                    -
Interest expense                   28,627           13,062               48,210
Depreciation and amortization      67,136           69,925              137,061

                                  Railroad         Trucking             Total
                                -------------   ---------------      -----------
Three months ended March 31, 2000
----------------------------------
Operating revenues              $ 310,954       $2,091,150           $2,402,104
Gross profit                       87,982          166,303              254,285
Segment profit (loss)            (237,010)          52,931             (184,079)
Interest income                      -                -                    -
Interest expense                   62,389            2,321               64,710
Depreciation and amortization      44,800           33,750               78,550


                                       6


<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 three months  ending March 31, 2001,  the Company had  $1,181,880  in
revenue  compared to $2,402,104 in revenue during the  corresponding  prior year
period a decrease  of  $1,220,224  or 50.8%.  The  decrease  in revenue  and the
corresponding  increase in gross  profit from 10.58% to 26.45% was the result of
an  increase  of rail car  movement  with a gross  profit  of 64.9%  offset by a
decrease in trucking  operations with a gross profit of 11.99%.  The decrease in
trucking  revenue was a result of a change in location  of the  landfills  and a
conscious  effort by the Company to concentrate on its more profitable  segment,
rail.  The change in  landfills  caused a temporary  loss of customers in direct
dumping. Such customers are expected to return in the second and third quarters.

                 Operating  expenses  decreased from $2,147,819 in March 2000 to
$959,938 for the three months ended March 31, 2001.  This decrease of $1,187,881
or 55.3% was also due to the reduction of trucking operations.

                 Administrative  expenses  increased  to $327,213 in the quarter
ended March 31, 2001 from  $322,798 for the quarter  ended March 31, 2000.  This
increase of $4,415 was caused by an increase in depreciation and amortization of
$58,511 offset by approximately $54,000 of reduced  administrative  expenses due
to the Company's conscious effort at cost cutting measures.

                  Because of the above the Company recognized a net loss for the
three  months  ended March 31, 2001 of $163,077  versus a net loss for the three
months ended March 31, 2000 of $184,079.

                  The  components  of  the  Company's  operating  revenues   and
expenses by business segment during the Three months ending March 31, 2001 were

                                            Railroad       Trucking

Operating revenues                          $322,883       $  858,997
Operating expenses                          $133,991       $  825,947
Gross profit                                $188,892       $   33,050

                  The  components  of  the  Company's  operating  revenues   and
expenses by business segment during the Three months ending March 31, 2000 were

                                            Railroad       Trucking

Operating revenues                          $ 310,954      $ 2,091,150
Operating expenses                          $ 222,972      $ 1,924,847
Gross profit                                $  87,982      $   166,303


                  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 March 31, 2001 was $3,642,585
compared to a deficiency  of  $3,849,205  at December 31, 2000.  The decrease in
working  capital decifit was primarily due to theissuance of stock to the former
president for a settlement that was previously accrued.

          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  operating 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.

                                        7
<PAGE>

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

   Accounts payable and accrued expenses        $       2,689,921
   Notes payable and current maturities
    of long-term debt                                   1,353,111
   Payroll taxes payable                                  789,431


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.

Accounts  payable  and accrued  liabilities  include  $647,000  owed for accrued
interest.  The Company  anticipates  that most of this accrued  interest will be
satisfied through the issuance of common stock upon conversion of the notes.

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 three months ended March 31, 2001 the Company's  operations  provided
$206,436 of cash flow and the Company acquired  approximately $5,000 of property
and equipment.

Based upon the foregoing,  the Company's  anticipated capital needs for the year
ending December 31, 2001 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.

                                       8

<PAGE>


                           Part II: Other Information

Item:  1.         Legal Proceedings:

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.
bankruptcy estate. The bankruptcy trustee claims that Murphy, Marseilles,  Smith
& Nammack,  Inc.  made a $50,000 loan to the Company in April 1996.  The Company
has settled this claim for $7,500 in April 2001.

Item  2. Changes in Securities:

On March 22, 2001 the Company issued 9,500 shares of restricted stock,  pursuant
to its "Stock Bonus Plan",  to  employees of its rail  subsidiary.  These grants
were  issued  on the  basis of years  employed.  On the  date of the  grant  the
Company's  Common stock was valued at $0.10.  The Company has  recorded  $950 as
compensation expense.

On March 21, 2001, the Company issued  1,000,000 shares in the name of W. Robert
Bentley.  These shares will be distributed to Mr.Bentley in accordance  with his
employment  and  settlement   agreements  with  the  Company of 1997  and  2000,
respectively.

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  above.  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.

Item  3. Defaults Upon Senior Securities:

                  None

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

                  None

Item  5. other Information:

                  None

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

         (a)      None

         (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 10,2001                  By:/s/ W. Robert Bentley
                                          ----------------------------
                                          Ronald Bridges, President

Date: July  10,2001                 By:/s/ Joel Marcus
                                          ---------------------------------
                                          Joel Marcus, Chief Financial Officer


                                       9