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: 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 (Restated):

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.........................6-8

Item 2.   Management's Discussion and Analysis or
          Plan of Operations.......................................8-11


Part II:  Other Information..........................................11

 Item 1.  Legal Proceedings..........................................11

 Item 2.  Change in Securities.......................................11

 Item 3. Defaults Upon Senior Securities.............................11

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

 Item 5. Other Information...........................................11

 Item 6. Exhibits and Reports on Form 8-K............................11


Signatures...........................................................12









<PAGE>










               NEW YORK REGIONAL RAIL CORPORATION AND AFFILIATES
                           CONSOLIDATED BALANCE SHEET

                                  (Unaudited)

                                   (Restated)

                                     ASSETS

                                                     March 31,
                                                       2001
                                                    -----------
CURRENT ASSETS:
 Cash                                              $    81,430
 Accounts receivable - trade, net of allowance
   for doubtful accounts of $106,461                   361,302
 Other current assets                                   65,000
                                                    -----------
  TOTAL CURRENT ASSETS                                 507,732

PROPERTY AND EQUIPMENT, net                          3,663,243

OTHER ASSETS                                           909,376
                                                    -----------
                                                   $ 5,080,351
                                                    ===========

                      LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES:
 Accounts payable
  and accrued expenses                             $ 2,403,769
 Notes payable and
  current maturities of long term debt               1,563,049
 Payroll and payroll taxes payable                     948,431
                                                    -----------
         TOTAL CURRENT LIABILITIES                   4,915,249
                                                    -----------

DEFERRED RENT PAYABLE                                  107,718

LONG TERM DEBT, NET OF CURRENT MATURITIES            1,032,286

MINORTY INTEREST                                        23,128

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                         12,253,088
 Accumulated deficit                               (15,280,761)
                                                    -----------
 TOTAL STOCKHOLDERS' DEFICT                         (2,510,530)
                                                    -----------
                                                   $ 5,080,351
                                                   ============

               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)
                                     (Restated)        (Restated)


OPERATING REVENUES                $   1,199,933      $  2,402,104

OPERATING EXPENSES                      995,026         2,147,819
                                    -------------      -----------
GROSS PROFIT                            204,907           254,285

ADMINISTRATIVE EXPENSES                 460,367           269,527
                                    -------------      -----------
LOSS FROM OPERATIONS                   (255,460)          (15,242)

INTEREST EXPENSE                        (56,535)         (761,136)
                                    -------------      -----------
NET LOSS BEFORE
MINORITY INTEREST                      (311,995)         (776,378)

MINORITY INTEREST
IN (INCOME) LOSS OF SUBSIDIARY           62,106           (50,856)
                                    -------------      -----------

NET LOSS                               (249,889)         (827,234)

DEEMED PREFERRED STOCK DIVIDEND          12,500              -
                                    -------------      -----------
LOSS APPLICABLE TO COMMON
 SHAREHOLDERS                     $    (262,389)     $   (827,234)
                                    =============      ===========

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)
                                                      (Restated)      (Restated)

CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss                                             $   (249,889)   $(827,234)
                                                         ---------    ---------
Adjustments  to  reconcile
 net loss to net cash  (used  in)  provided  by
 operating activities:
Depreciation and amortization                             110,161       78,550
Non-cash compensation                                     180,950         -
Bad debt expense                                          157,490         -
Warrants and options issued for debt                         -         690,648
Beneficial cinversion feature                                -           5,778
Minority interest in subsidiary earnings                  (62,106)      50,856

Changes in assets and liabilities:
Decrease in accounts receivable                           (79,392)      59,737
(Increase)/decrease in current assets                      26,000       (3,397)
Decrease in other assets                                   80,381         -
Increase/(decrease) in accounts payable                    74,247     (604,625)
Increase/(decrease) in accrued expenses                  (149,251)       7,421
Increase in payroll taxes payable                          42,846      100,574
Increase/(decrease) in deferred rent                        6,218       (1,811)
                                                          ---------    ---------
                                                          387,544      383,731
                                                          ---------    ---------
NET CASH PROVIDED BY (USED IN)
 OPERATING ACTIVITIES                                     137,655     (445,503)
                                                          ---------    ---------

CASH FLOWS FROM INVESTING ACTIVITIES
 Capital expenditures                                      (75,229)    (72,865)
                                                          ---------    --------
NET CASH USED IN INVESTING ACTIVITIES                      (75,229)    (72,865)
                                                          ---------    --------

CASH FLOWS FROM FINANCING ACTIVITIES:
 Payments of long term debt                                (32,754)   (147,109)
 Proceeds from ong term debt                                  -        202,500
 Proceeds from other current debt- related party              -        320,000
                                                          ---------    ---------
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES        (32,754)    375,391
                                                          ---------    ---------
NET INCREASE/ (DECREASE) IN CASH                            40,360    (140,977)

CASH - BEGINNING OF PERIOD                                  41,070     202,974
                                                          ---------    ---------
CASH - END OF PERIOD                                     $  81,430   $  61,997
                                                          =========    =========


  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.

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

                                       6
<PAGE>

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

The City of New York has billed the Company in excess of $3,200,000 for property
taxes dating back to 1984. The Company claims that the tax  assessments  are for
the most part  erroneous  because they relate  either to real  property that the
Company does not own or lease,  or to property  which is not subject to the real
property tax. The Company  further claims that New York City taxing  authorities
have  assessed  taxes  based on  flawed  valuations,  resulting  in  substantial
overcharges.  The New  York  State  Board of  Equalization  and  Assessment  has
proposed significant reductions to these valuations,  subject to the approval of
the New York City  Corporation  Counsel.  Preliminary  negotiations are underway
between  the  Company's  representatives,  the New York  City  Real  Estate  Tax
Assessor,  and the Corporation Counsel's office. Pending a settlement of the tax
arrears,  the  Company  has  recorded  a  liability  on its  books of  $458,700,
representing  the  tax  due on the  Bush  Terminal  property,  the  only  parcel
currently  used in the rail  operations.  Management  expects,  but cannot  give
assurance, that the outstanding liabilities will be settled for a lesser amount.

In 1993 and  again  in  1995,  the  Port  Authority  of New York and New  Jersey
("PANYNJ")  obtained  judgments  against NYCH for  approximately  $440,000.  The
judgments are for claims  involving rent arrearages on property  occupied by the
Company  at the  PANYNJ's  Atlantic  Terminal  facility  and for  accrued  lease
payments  and  miscellaneous  repairs  for a Tug Boat owned by the  PANYNJ.  The
financial  statements  reflect a liability of approximately  $772,000 related to
these  judgments  including  statutory  interest  at a rate of 9% per annum.  In
January  2000,  the  PANYNJ  enforced  its  judgments  by  placing a lien on the
Company's  accounts  receivables with Norfolk Southern ("NS").  In February 2000
the Company and the PANYNJ reached an agreement whereby,  NS remitted 20% of all
accounts receivable due the Company to the PANYNJ. To date approximately $19,000
has been  remitted  to the  PANYNJ in  partial  satisfaction  of the  judgments.
Subsequently,  the Company and PANYNJ have entered into settlement  negotiations
for a substantially  lesser amount.  During these  negotiations,  the PANYNJ has
agreed to suspend any collection efforts.

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

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


                                       7
<PAGE>

4.   Segment Information

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

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

                                  Railroad         Trucking             Total
                                -------------   ---------------      -----------
As of March 31, 2001
-----------------------
Segment assets                  $ 3,320,982      $ 1,759,369         $5,080,351

Three months ended March 31, 2001
----------------------------------
Operating revenues              $ 321,797       $  878,136           $1,199,933
Gross profit                      152,719           52,188              204,907
Segment profit (loss)            (185,248)         (64,641)            (249,889)
Interest income                      -                -                    -
Interest expense                   35,458           21,077               56,535
Depreciation and amortization      40,236           69,925              110,161

                                  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)            (880,165)          52,931             (827,234)
Interest income                      -                -                    -
Interest expense                  758,815            2,321              761,136
Depreciation and amortization      44,800           33,750               78,550

MAJOR CUSTOMER

Trucking  operations sales to Waste Management Inc.,  represented  approximately
12% of net sales for the three  months  ended March 31, 2001 and 2000;  trucking
operations sales to Atlantic  Demolition  represented  approximately 13% for the
three months ended March 31, 2000; trucking operations sales to Conatruction and
Demolition  represented  approximately  19% for the three months ended March 31,
2001 and trucking  operations  sales to Republic  Services and Source  Marketing
represented approximately 10% each of net sales for the three months ended March
31, 2001. There was no other customer of the Company whose sales exceeded 10%.


5.      RESTATEMENT

The  accompanying  financial  statements have been restated to properly  reflect
restatements made to the financial statements of 2001 and prior years.

The 2000  financial  statements  have been  restated to reflect the  issuance of
warrants on conversion of notes in March of $673,358,  the beneficial conversion
feature on $20,000 of notes issued in March 2000 of $5,778 and the reversal of a
liability of $53,271.

The 2001 financial  statements  have been restated to reflect the adjustment for
the increase to valuation reserves against certain Company assets.


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

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

Statement of Operations
 Adjustments
Three months ended March 31, 2000
 Loss from operations                $     68,513   $    (53,271)  $     15,242
 Net loss                                 184,079        643,155        827,234
 Net loss per common share basic     $      (0.00)  $       -      $      (0.00)

Three months ended March 31, 2001
 Loss from operations                $    105,271   $    150,189   $    255,460
 Net loss                                 163,077         86,812        249,889
 Net loss per common share basic     $      (0.00)  $       -      $      (0.00)




                                       8


<PAGE>

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

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

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

RESULTS OF OPERATIONS

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

                                            Railroad       Trucking

Operating revenues                         $ 322,000       $878,000
Operating expenses                         $ 169,000       $826,000
Gross profit                               $ 153,000       $ 52,000


                  During the three months ended March 31, 2001, the Company had
$1,200,000 in revenue compared to $2,402,000 in revenue during the
corresponding prior period, a decrease of $ 1,202,000 or 50%. This decrease was
due to a decrease in the trucking operations to approximately $878,000 from
approximately $2,100,000 for the corresponding period in 2000, due to the loss
of the Gloucester Landfill contract, a decrease of 54%.

                  Operating expenses for the three months ended March 31, 2001
were $995,000 compared to $2,148,000 a decrease of $1,153,000 or 54%. This
decrease in expense is due to the corresponding decrease in revenues from the
loss of the Gloucester Landfill contract.

                  Operating expenses as a percentage of operating revenues were
89% for the three months ended March 31, 2000. In 2001 operating expenses
decreased to 83% of operating revenues due to the larger percentage of revenue
coming from the railroad, the more profitable segment. Operating expense from
rail operations decreased by 24% in 2001 to approximately $169,000 from
approximately $223,000 in 2000.

       Administrative expenses increased in the three months ended March 31,
2001, by $190,000. As a percentage of operating revenues, administrative
expenses increased to 38% for the three months ended March 31, 2001, from 11%
for the three months ended March 31, 2000. The increase of $190,000, comes
primarily from a reserve for possible bad debts of approximately $157,000.

      Interest expense was $57,000 for the three months ended March 31, 2001, as
compared to $761,000 for the three months ended March 31, 2000. This major
reduction was due to the fact that the Company did not have to raise any money
during the quarter and therefore did not issue any convertible debt. In the
prior period the Company recognized beneficial conversion feature and interest
on the issuance of warrants and options on the sale of promissory notes which
were convertible into shares of the Company's common stock at prices below
prevailing market rates, of $679,000.

      The Company recognized a net loss for the three months ended March 31,
2001 of $250,000 versus a loss for the three months ended March 31, 2000 of
$827,000.

LIQUIDITY AND CAPITAL RESOURCES

                  The Company's  working  capital  deficit at March 31, 2001
was $4,407,517  compared to a deficiency of $3,849,205 at December 31, 2000. The
decrease in working capital was primarily due to the reclass of $517,000 in
receivables to long-term assets. The Company recognized a loss from operations
for the three months ended March 31, 2001 of $255,460 versus a loss from
operations for the three months ended March 31, 2000 of $15,242 with the
decrease coming primarily from the reserve against certain assets of $157,000.

                                       9

<PAGE>

As of March 31, 2001 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 liabilities include $442,000 owed
for accrued interest on convertible notes, debt and for accrued legal fees. The
Company anticipates that most of the accrued interest and legal fees will be
satisfied through the exercise of said conversion features.

                  Accounts payable and accrued expenses include a perfected
judgement by the Port Authority of New York and New Jersey ("PANYNJ") in the
amount of approximately $790,000 including interest. 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 $135,000 to a
former customer for advances and accrued tug boat charges. Management has been
negotiating a settlement in exchange for shares of common stock and anticipates
a resolution in the near future.

                  Accounts payable and accrued expenses also include
approximately $838,000 for accrued real estate taxes. The City of New York has
billed the Company in excess of $3,200,000 for property taxes dating back to
1984. Management expects, but cannot give assurance, that the outstanding
liabilities will be settled for a lesser amount. Based upon recent discussions
the Company has had with local taxing authorities, the Company believes that
its liability for real estate taxes can be settled for approximately $150,000.

                  The Company is currently negotiating with vendors, federal and
state taxing authorities and the holders of several material obligations,
whereby management is confident that settlement of these amounts will be
significantly less than the amounts currently recognized on the Company's books.
Long-range plans considered by management include application for low interest
loans through the Federal Rail Administration ("FRA") for short-line railroad's
and grants from New York and New Jersey State Department of Transportation.

                  During the three months ended March 31, 2001 the Company's
operations provided $137,655 in cash and the Company acquired approximately
$76,000 of property and equipment. From the cash generated by operations the
Company paid down long-term debt by approximately $33,000.

                  The Company has incurred substantial losses since it was
formed. Although the Company expects to continue to incur losses until such
time, if ever, as it earns net income. Management has taken many steps to
improve profitability and increase revenues. The Company has reduced outstanding
liabilities substantially which has in turn reduced interest expense. The
Company has also made efforts to reduce administrative expenses by the reduction
of its workforce and has reduced operating costs by better utilization of
manpower and equipment and other expense reductions.

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

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

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

                  The Company rail operations do not have any available credit,
bank financing or other external sources of liquidity. Due to historical
operating losses, the Company's rail operations have not been a source of
liquidity. Until such time as the Company becomes profitable, the Company's
continued operations will depend upon the availability of additional funding. In
order to obtain capital, the Company may need to sell additional shares of its
common stock or borrow funds from private lenders. There can be no assurance
that the Company will be able to obtain additional funding, if needed, or, if
available, on terms satisfactory to the Company. There can be no assurance that
the Company will be able to generate sufficient revenues to be profitable.

                                       10

<PAGE>

Additionally, there are administrative remedies available to the Company's
creditors including, but not limited to, judgments, liens and levies, which can
be placed on the Company's bank accounts. Historically, these remedies have been
used by the creditors of the Company and have resulted in additional cash flow
hardships for the Company. There can be no assurance that these remedies may not
be used in the future.

                  The Company 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. The Company's two largest
expenditures in its rail operations are towing and manpower. By utilizing its
larger car float the Company has greatly reduced these two expenditures. The
third largest expense is per diem car hire. The per diem car hire expenses are
the rental charges that the owners of rail cars charge railroads. Rents are
charged to the Company after the first day for cars destined for immediate
transfer to other railroads, and five days for cars, which are destined, for
loading by the local customers of the Company. The largest local customers of
the Company's are its cocoa customers. In the past these per diem car hire
charges have amounted to 10% of the Company's revenue. The Company has
renegotiated the rate for local customers whereas the rents now begin five days
after the cars are loaded not received. This change has greatly reduced the fees
the Company will be charged.


                           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)

                                Index to Exhibits
 Exhibit
   No.    Description

  10.1    Transportation Agreement between Merco Joint Venture, LLC , NYCH
          Railroad Company dated February 12, 2001.

         (b)      Reports on Form 8-K:

                  None

                                       11

<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 29,2001             By:/s/ Ronald Bridges
                                          ----------------------------
                                          Ronald Bridges, President

Date: November 29,2001             By:/s/ Joel Marcus
                                          ---------------------------------
                                          Joel Marcus, Chief Financial Officer


                                       9