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



                                   FORM 10-QSB



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


                  For the quarterly period ended: September 30, 2003


                        Commission file number: 000-28583


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



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




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



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

Indicate by checkmark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such report(s)), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No


There were 188,105,387 shares of the Registrant's Common Stock outstanding as of
November 19, 2003.



<PAGE>




                                      INDEX
                                                                         Page
Part  I:  Financial Information

Item 1.   Financial Statements:

Unaudited Consolidated Balance Sheet - as of September 30, 2003           F-2

Unaudited Consolidated Statements of Operations,
Three and Nine Months Ended September 30, 2003 and September 30, 2002     F-3

Unaudited Consolidated Statements of Cash Flows,
Nine Months Ended September 30, 2003 and September 30, 2002               F-4

Notes to Consolidated Financial Statements

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


Item 3.  Controls and Procedures


Part II:  Other Information

 Item 1.  Legal Proceedings

 Item 2.  Changes in Securities

 Item 3.  Defaults Upon Senior Securities

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

 Item 5.  Other Information

 Item 6.  Exhibits and Reports on Form 8-K

Signatures

<PAGE>


               NEW YORK REGIONAL RAIL CORPORATION AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEET

                                September 30 2003

                                   (UNAUDITED)

                                     ASSETS

Current assets
     Cash                                                          $     86,320
     Accounts receivable, net of allowance for doubtful
      accounts of $242,058                                            1,163,202
     Prepaid expenses and other current assets                           98,636
                                                                   ------------
Total current assets                                                  1,348,158

Property and equipment, net                                           3,316,516

Other assets                                                            429,635
                                                                    -----------
                                                                    $ 5,094,309
                                                                    ===========

                      LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities:
     Current maturities of long term debt                           $   491,379
     Convertible promissory notes:
      Related parties                                                   445,400
      Others                                                            290,000
     Other short-term debt:
      Related parties                                                    32,287
      Others                                                            234,209
     Accounts payable                                                   676,932
     Accrued expenses                                                 1,447,718
     Payroll taxes payable                                            1,121,708
                                                                    -----------
Total current liabilities                                             4,739,633

Deferred rent payable                                                    66,564

Deferred revenue                                                         72,500

Long term debt                                                        1,492,386

Temporary equity                                                      1,512,500

Stockholders' deficit:
     Series C Convertible Preferred Stock, $.001 par
     value, 500,000 shares authorized; 440,000 shares
     issued and outstanding                                             440,000
     Common stock, $.0001 par value, 200,000,000 shares
     authorized; 188,105,387 shares issued and outstanding               18,811
     Additional paid-in-capital                                      13,151,792
     Accumulated deficit                                            (16,399,877)
                                                                    -----------
Total stockholders' deficit                                          (2,789,274)
                                                                    -----------

                                                                    $ 5,094,309
                                                                    ===========




                 See notes to consolidated financial statements.

                                       F-2

<PAGE>

               NEW YORK REGIONAL RAIL CORPORATION AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF OPERATIONS

                                     AUDITED


<TABLE>
<CAPTION>

                                                FOR THE NINE MONTHS ENDED        FOR THE THREE MONTHS ENDED
                                                         SEPT 30                          SEPT 30
                                              ------------------------------    -----------------------------
                                                  2003             2002              2003           2002
                                              -------------   --------------    -------------   -------------

<S>                                           <C>              <C>              <C>             <C>
Operating revenues                            $  4,298,925     $  3,824,227     $  1,499,713    $  1,230,381

Operating expenses                               3,037,110        2,754,522        1,158,432         843,585
                                              -------------    -------------    -------------   -------------

Gross Profit                                     1,261,815        1,069,705          341,281         386,796

Legal                                              250,878          126,893           52,661          38,608
Other Administrative expenses                    1,282,645          828,072          428,209         291,558
                                              -------------     ------------    -------------    ------------
Total Admin Exp.                                 1,533,523          954,965          480,870         330,166
                                              -------------     ------------    -------------    ------------

Income/ (loss) from operations                    (271,708)         114,740         (139,589)         56,630

Interest expense, net                             (142,237)        (155,554)         (41,371)        (51,154)
                                              -------------     ------------    -------------    ------------

Income /(loss) before  minority interest          (413,945)         (40,814)        (180,960)          5,476

Minority interest in ( loss) of subsidiary         (19,845)               0          (16,714)           -
                                              -------------     ------------    -------------    ------------

Net income (loss)                                 (394,100)         (40,814)        (164,246)          5,476

Deemed preferred stock dividend                     33,000           33,567           11,000          11,000

Loss applicable to common shareholders        $   (427,100)     $   (74,381)    $   (175,246)    $    (5,524)
                                              =============     ============    =============    ============

Loss per share - basic and diluted:           $      (0.00)     $     (0.00)    $      (0.00)    $     (0.00)
                                              =============     ============    =============    ============

Weighted average common shares outstanding
     basic and diluted                         186,553,141      179,781,765      188,083,525     182,429,371
                                              =============     ============    =============    ============
</TABLE>



                 See notes to consolidated financial statements.

                                       F-3

<PAGE>
                NEW YORK REGIONAL RAIL CORPORATION AND AFFILIATES

                             STATEMENT OF CASH FLOWS

                                   (UNAUDITED)



                                                     FOR THE NINE MONTHS ENDED
                                                            September 30
                                                     ---------------------------
                                                      2003              2002
                                                     ------------   ------------
Increase  in cash and cash equivalents
 Cash flows from operating activities:
  Net loss                                           $  (394,100)   $   (40,814)
                                                     ------------   ------------
 Adjustments to reconcile net loss to net cash
  provided by operating activities:
  Depreciation and amortization                          415,964        404,157
  Non-cash Compensation                                   40,900           -
  Bad debt expense (recovery)                             93,950        (75,000)
  Gain on exchange of fixed assets                       (17,115)       (29,234)
  Minority Interest in subsidiary earnings               (19,845)          -
  Changes in operating assets and liabilities:
  Accounts receivable                                   (266,007)        (3,293)
  Other current assets                                   (61,087)       (15,175)
  Other assets                                           (54,649)      (125,017)
  Accounts payable                                       213,448        169,507
  Accrued expenses                                       205,929       (200,248)
  Payroll taxes payable                                   55,516        111,612
  Deferred revenue                                        (7,500)          -
  Deferred rent                                          (62,930)        12,435
                                                     ------------   ------------
     Total adjustments                                   536,574        249,744
                                                     ------------   ------------
Net cash provided by operating activities                142,474        208,930
                                                     ============   ============

Cash flows from investing activities:
 Purchase of property and equipment                      (69,707)      (289,585)
                                                     ------------   ------------
Net cash used in investing activities                    (69,707)      (289,585)
                                                     ============   ============

Cash flows from financing activities:
 Payments of long term debt                              (65,665)       (85,217)
 Proceeds from other current debt - nonrelated party        -            50,738
 Common stock issued for option                            4,500           -
 Proceeds (payments) of current debt - related party     (11,430)       188,296
                                                     ------------   ------------
Net cash provided by (used in) financing activities      (72,595)       153,817
                                                     ============   ============

Net increase in cash and cash equivalents                    172         73,162
Cash at beginning of year                            $    86,148         22,568
                                                     ------------   ------------
Cash and cash equivalents at end of period                86,320    $    95,730
                                                     ============   ============









                 See notes to consolidated financial statements.

                                       F-4

<PAGE>



                       NEW YORK REGIONAL RAIL CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. BASIS OF PRESENTATION

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

In the opinion of the Company's management, all adjustments (consisting of
normal recurring accruals) necessary to present fairly the Company's financial
position as of September 30, 2003 are included.

The results of operations for the nine month period ended September 30,2003 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          440,000        440,000
Common $.0001 par value            200,000,000      188,105,387         18,811


On September 30, 2003, Joel Marcus, the Company's CFO, exercised 21,898 warrants
granted in accordance with the terms of his employment agreement. The warrant
exercise prices varied from $.057 per share to $0.077 per share. Mr. Marcus
exercised these warrants using $1,500 of accrued consulting fees.

The sale of these securities was exempt from the registration requirements of
the Securities Act of 1933 as amended ("the Act") pursuant to Section 4 (2)
thereof. The shares issued in this transaction were acquired for investment
purposes only and without a view to distribution. The person that acquired these
shares was fully informed about matters concerning the Company, including its
business, financial affairs and other matters and acquired the securities for
his own account. The securities referred to in this paragraph are "restricted"
securities as defined in Rule 144 promulgated under the Act. No underwriters
were used and no commissions were paid in connection with the issuance of these
shares.


CRITICAL ACCOUNTING POLICIES

A summary of significant accounting policies is included in Note 2 to the
audited financial statements included in the Company's annual report on Form
10-KSB for the year ended December 31, 2002. Management believes the application
of these policies on a consistent basis enables the Company to provide reliable
and useful information about the Company's operating results and financial
conditions.

<PAGE>

3. LEGAL MATTERS AND OTHER CONTINGENCIES

On  August  27,   2003,   the   Company's   rail   operation,   New  York  Cross
Harbor("NYCH")petition  for a  stay  pending  judicial  review  of  the  Surface
transportation  Board's ("STB") decision for abandonment was granted by the STB.
In its decision the Board stated, "A stay would also preserve the status quo for
NYCH  and  the  affected   shippers  during  the  pendency  of  judicial  review
proceedings,  thereby  avoiding any disruption to their current  operations that
would be needless if the Board's decision were not to withstand judicial review.
Nor would a stay irreparably harm the City. The City, while eager to remove NYCH
from the tracks and facilities as soon as possible, should also have an interest
in an orderly  process and in avoiding the  difficult-to-remedy  situation  that
could result if the Board's  decision is later  overturned by a reviewing court.
Furthermore,  during this  period,  the  parties may be able to reach  agreement
resolving some of their differences,  most notably,  access for NYCH to the 65th
Street floatbridge  facility." In September 2003, the Company filed an appeal of
the Board's May 9, 2003 decision in Federal Court.

SEC disclosure requirements of Form 10-QSB, stipulate that only new proceedings
or updates to previous disclosures need be included in the report. Please see
the Company's annual report on Form 10-KSB for year ended December 31, 2002, the
quarterly report on Form 10-QSB for the three months ended March 31, 2003 and
the quarterly report on Form 10-QSB for the six months ended June 30, 2003 for
further information on legal matters and other contingencies.


4. SEGMENT INFORMATION

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

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

                                        Railroad         Trucking       Total
                                      -------------   -------------  -----------
As of September 30, 2003
-------------------------
Segment assets                        $ 3,522,475     $  1,571,834   $5,094,309

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


Three months ended September 30, 2002
----------------------------------
Operating revenues                    $   282,053      $   948,328   $1,230,381
Gross profit                              228,656          158,140      386,796
Segment profit (loss)                     (36,957)          42,433        5,476
Interest expense                           26,494           24,660       51,154
Depreciation and amortization              58,973           76,932      135,905

<PAGE>


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

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



Nine months ended September 30, 2002
------------------------------------
Operating revenues                    $ 1,019,098       $ 2,805,129  $3,824,227
Gross profit                              657,114           412,591   1,069,705
Segment profit (loss)                    (186,826)          146,012     (40,814)
Interest expense                           84,249            71,305     155,554
Depreciation and amortization             175,661           228,496     404,157



MAJOR CUSTOMER

Trucking and rail operations sales to Unified Environmental represented
approximately 50% of net sales for the nine months ended September 30, 2003 and
approximately 44% of net sales for the nine months ended June 30, 2002. Trucking
operations sales to Transload Services represented approximately 12% of net
sales for the nine months ended September 30, 2002. There were no other
customers of the Company whose sales exceeded 10%.



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.

<PAGE>

RESULTS OF OPERATIONS

The components of the Company's operating revenues and expenses by business
segment during the nine and three months ended September 30, 2003 were:


                       Nine months ended                Three months ended
                       September 30, 2003               September 30, 2003
                     -----------------------         ------------------------
                      Railroad     Trucking            Railroad      Trucking

Operating revenues   $1,263,815   $3,035,110          $ 380,775    $1,118,938
Operating expenses   $  349,315   $2,687,795          $ 110,582    $1,047,850
Gross profit         $  914,500   $  347,315          $ 270,193    $   71,088


      During the nine months ended September 30, 2003, the Company had
$4,298,925 in revenue compared to $3,824,227 in revenue during the corresponding
prior period, an increase of $474,698 or 12.4%. This increase is primarily due
to rail operations' invoicing for contract guarantees and demurrage(car hire
charged by the Company to its customers), non-recurring income from the Conrail
settlement, non-recurring income in connection with the renegotiated contract
with Unified, and increased revenue income at the Company's trucking operation
("JST")who added new clients though its new Northern New Jersey operation. The
increase was offset by loss of revenue for six weeks (approximately $150,000)
for the rail operation due to a temporary stoppages due to bridge maintenance.

       During the three months ended September 30, 2003, the Company had
$1,499,713 in revenue compared to $1,230,381 in revenue during the corresponding
prior period, an increase of $269,332 or 21.9%. This increase is primarily due
to rail operations' non-recurring income in connection with the renegotiated
contract with Unified, and increased revenue income at JST who added new clients
though its new Northern New Jersey operation. The increase was offset by loss of
revenue for one week (approximately $25,000) for the rail operation due to a
temporary stoppages due to bridge maintenance.

     Operating expenses as a percentage of operating revenues were 72.0% for the
nine months ended  September 30, 2002. In 2003 operating  expenses  decreased to
70.6% of  operating  revenues  due to rail  operations'  invoicing  for contract
guarantees  and  demurrage(car  hire  charged by the Company to its  customers),
non-recurring  income  from the  Conrail  settlement,  non-recurring  income  in
connection  with the  renegotiated  contract with  Unified,  which was offset by
increased revenue income at JST, which has a lower margin business.

      Operating expenses as a percentage of operating revenues were 68.6% for
the three months ended September 30, 2002. In 2003 operating expenses increased
to 77.2% of operating revenues due to a larger percentage of revenue coming from
trucking operations (see above), which has a lower margin than the rail
operations.

      Administrative expenses increased in the nine months ended September 30,
2003, by $578,558. As a percentage of operating revenues, administrative
expenses increased to 35.7% for the nine months ended September 30, 2003, from
25.0% for the nine months ended September 30, 2002. The increase comes primarily
from an increase in the reserve for bad debt of $93,950 compared to a decrease
of $75,000 for the nine months ended September 30, 2002, an increase of $22,500
in the rent for the Greenville Yard, a deferred rent charge of $66,564 and an
increase of $123,985 in legal fees and increases in fuel, tug and other
transportation costs.

     Administrative expenses increased in the three months ended September 30,
2003, by $150,704. As a percentage of operating revenues, administrative
expenses increased to 32.1% for the three months ended September 30, 2003, from
26.8% for the three months ended September 30, 2002. The increase comes
primarily from an increase of $7,500 in the rent for the Greenville Yard, a
deferred rent charge of $22,188 and an increase of $13,053 in legal fees and
increases in fuel, tug and other transportation costs.

<PAGE>

       Interest expense was $142,237 for the nine months ended September 30,
2003, as compared to $155,554 for the nine months ended September 30, 2002.
Interest expense was $41,371 for the three months ended September 30, 2003, as
compared to $51,154 for the three months ended September 30, 2002.

       The results for the nine months ended September 30, 2003 were adversely
affected by the temporary loss of the use of the Company's float bridge in
Brooklyn, non-cash accrual for deferred rent, an increase in the reserve for bad
debt and substantially higher legal bills, which was partially offset by
increased business in trucking operations and revenue for contractual
agreements, guarantees and demurrage charges.



LIQUIDITY AND CAPITAL RESOURCES

     The Company reported net cash provided by operating activities of $142,474
during the nine months ended September 30, 2003 compared to net cash provided by
operating activities of $208,930 for the nine months ended September 30, 2002.

     The Company reported net cash used in investing activities of $69,707,
during the nine months ended September 30, 2003 compared to net cash used in
investing activities of $289,585 for the nine months ended September 30, 2002.

     The Company reported net cash used in financing activities of $72,595,
during the nine months ended September 30, 2003 compared to net cash provided by
financing activities of $153,817 for the nine months ended September 30, 2002.

     The Company's working capital deficit on September 30, 2003 decreased by
$11,349 to $3,391,475 from $3,402,824 on December 31,2002.


As of September 30, 2003 the Company had the following current liabilities:

        Accounts payable and accrued expenses   $ 2,124,650

        Notes payable and current maturities
         of long-term debt                      $ 1,493,275

        Payroll taxes payable                   $ 1,121,708


     Accounts payable and accrued expenses include approximately $451,000 owed
for accrued interest on convertible notes, and for accrued legal fees. The
Company anticipates, although there can be no assurance, that most of the
accrued interest and legal fees will be satisfied through the issuance of common
shares.

     Accounts payable and accrued expenses also include $1,062,590 for accrued
real estate taxes payable to New York and New Jersey.

<PAGE>

     The City of New York has billed the Company in excess of $3,200,000 for
property taxes dating back to 1984. The Company claims that the tax assessments
are for the most part erroneous because they relate either to real property that
the Company had not owned or leased, or to property that is not subject to the
real property tax. The Company further claims that New York City taxing
authorities have assessed taxes based on flawed valuations, resulting in
substantial overcharges. The New York State Board of Equalization and Assessment
has proposed significant reductions to these valuations, subject to the approval
of the New York City Corporation Counsel. Management expects, but cannot give
assurance, that the outstanding liabilities will be settled for a lesser amount.
Pending a settlement of the tax arrears, the Company has recorded a liability on
its books of $541,200 for these real estate taxes. Based upon recent discussions
the Company has had with local taxing authorities, the Company believes that its
liability for real estate taxes can be settled for approximately $150,000. As of
November 15, 2003 this dispute has not yet been settled.

     The State of New Jersey has assessed the Company approximately $63,000 per
year since 1996 for real estate taxes. The Company believes that the assessment
is incorrect and the proper tax should be approximately $17,000 annually.
Pending a settlement, the Company has recorded a liability on its books of
$521,390 for these real estate taxes. The Company is working to resolve this
dispute. As of November 15, 2003 this dispute has not yet been settled.

     The Company has an accrual for payroll taxes payable in the amount of
$1,121,708. The dispute regarding the payroll taxes stems from 1996 and prior,
when the Company was first delinquent in payment of such taxes. The past due
taxes then had interest and penalties applied. Subsequently, the Company began
paying its payroll taxes, however these payments were applied to the past due
amounts, causing penalties and interest to be imposed on the current liability.
If properly applied only interest would have been charged on the older past due
taxes. This misapplication continued until 1998 when the Company was successful
in obtaining relief for a portion of this misapplication. The Company received a
refund in 1999. The Company believes they are still due a substantial refund for
past-misapplied payments and expects that the final settlement will be
substantially less than the amount, which it has accrued. As of November 15,
2003 this dispute has not yet been settled.

        Long-term liabilities include a perfected judgment by the Port Authority
of New York and New Jersey ("PANYNJ"). In April 2002, the Company entered into
an agreement with the Port Authority of New York and New Jersey ("PANYNJ").
Under the agreement the Port Authority will be paid five percent (5%) of the
Company's revenues collected by Norfolk Southern Corporation on behalf of the
Company's customers. This agreement was extended on October 1, 2003 for an
additional year. All payments will be applied to the amounts due PANYNJ by
virtue of their judgments. As of November 15, 2003, this amount is estimated to
be $350,000 and assumes no interest charges. The term of the repayment agreement
is eighteen months. During the term of the agreement the parties intend to
continue negotiations on a final settlement.

       The lease portion of the 2003 Agreement signed with Conrail (see Part II
Item 5 of the 10Q for quarter ended March 31, 2003 and NOTE H - COMMITMENTS -"
LEASE COMMITMENT" on Form 10KSB for year ended December 31, 2002 for further
information) provides a 20-year land lease, with a 10-year option, to the
Company for the use of Conrail's railroad operating property and water rights in
Greenville, New Jersey. The agreement contains rent concessions early in the
lease term then the annual base rent $135,000 annually in 2008. Rent expense
under the lease has been recognized on a straight-line basis to account for the
rent concessions provided during the lease term, resulting in a $66,564 non-cash
deferred rent charge during the nine months ended September 30, 2003.

<PAGE>

     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. In March 2002, NYCH's bank account was the subject of a levy.
There can be no assurance that any of these remedies may not be used in the
future.

     There is approximately $1.47 million in convertible or related party debts.
The Company believes holders of these debts will opt for conversion into the
Company's common stock. Additionally, $491,379 of current maturities of
long-term debt is primarily for equipment leases or settlement payments on
outstanding debts and is payable over 12 months; and approximately 525,000 of
trade payables are being paid generally in accordance with their terms. The
Company reasonably expects to continue to pay these amounts from cash flow from
operations. The remaining liabilities are accruals for what the Company believes
the liability for settlement of pending lawsuits could be. Absent resolution of
these matters and assuming the agencies, vendors and taxing authorities fully
prevail in court proceedings, monetary damages could approximate $5.2 million,
but management currently anticipates that these matters will be amicably
resolved at a comparatively lower sum and further believes absent satisfactory
resolution it would ultimately prevail in the judicial process.

     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. Until
such time as the Company becomes profitable, the Company's continued operations
will depend upon the availability of additional funding. In order to obtain
capital, the Company may need to sell additional shares of its common stock or
borrow funds from private lenders. There can be no assurance that the Company
will be able to obtain additional funding, if needed, or, if available, on terms
satisfactory to the Company. There can be no assurance that the Company's rail
operations will be able to generate sufficient revenues to be profitable.

     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.

     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. JS Transportation the Company's trucking operation has been
able to arrange these types of financing since January of 2000.

<PAGE>

Recent Accounting Pronouncements

         In April 2002, the FASB issued Statement of Financial Accounting
Standards No. 145 ("SFAS 145") Rescission of FASB Statements Nos. 4, 44 and 64,
Amendment to FASB Statement No. 13 and Technical Corrections, which rescinds
FASB Statement No. 4, Reporting Gains and Losses from Extinguishment of Debt,
and an amendment of that Statement, FASB Statement No. 64, Extinguishments of
Debt Made to Satisfy Sinking-Fund Requirements. This Statement rescinded FASB
Nos. 4 and 64 which required that all gains and losses from the extinguishment
of debt be aggregated and, if material, be reported as an extraordinary item,
net of related income tax effects. This Statement also rescinds FASB Statement
No. 44, Accounting for Intangible Assets of Motor Carriers and amends FASB
Statement No. 13, Accounting for Leases, to eliminate an inconsistency between
the required accounting for sale-leaseback transactions and the required
accounting for certain lease modifications that have economic effects that are
similar to sale-leaseback transactions. This Statement also amends other
existing authoritative pronouncements to make various technical corrections.
Management does not believe that the adoption of this Statement will have a
material effect on the Company's financial statements.


         In July 2002, the FASB issued Statement of Financial Accounting
Standards No. 146, Accounting for Costs Associated with Exit or Disposal
Activities ("SFAS 146"). SFAS 146 addresses significant issues regarding the
recognition, measurement, and reporting of costs associated with exit and
disposal activities, including restructuring activities. SFAS 146 also addresses
recognition of certain costs related to terminating a contract that is not a
capital lease, costs to consolidate facilities or relocate employees and
termination benefits provided to employees who are involuntarily terminated
under the terms of a one-time benefit arrangement that is not an ongoing benefit
arrangement or an individual deferred compensation contract. SFAS 146 is not yet
effective and the impact of adoption on the Company's financial position or
results of operations has not been determined.

         In November 2001, the Emerging Issues Task Force reached a consensus to
issue FASB Staff Announcement Topic No. D-103, which was re-characterized in
January 2002 as EITF Issue No. 01-14, Income Statement Characterization of
Reimbursement Received for Out-of-Pocket Expenses Incurred. This consensus
clarifies that reimbursements received for out-of-pocket expenses incurred
should be classified as revenue in the statement of operations. This consensus
should be applied in financial reporting periods beginning after December 15,
2001. Upon application of this consensus, comparative financial statements for
prior periods should be reclassified to comply with the guidance in this
consensus. The adoption of this consensus did not have a material effect on the
Company's results of operations.

In November 2002, the FASB Issued FASB interpretation (FIN) No. 45 "Guarantor's
Accounting and Disclosure Requirements for Guarantees, Including Indirect
Guarantees of Indebtedness of Other." FIN No. 45 requires the guarantor to
recognize, at the inception of a qualified guarantee, a liability for the fair
value of the obligation undertaken in issuing or modified after December 31,
2002. Management does not expect adoption of this Interpretation to have a
material impact on the Company's financial condition or results of operations.

In December 2002, the FASB issued SFAS 148, "Accounting for Stock-Based
Compensation-Transition and Disclosure," which provides alternative methods of
transition for a voluntary change to fair value based method of accounting for
stock-based employee compensation as prescribed in SFAS 123, "Accounting for
Stock-Based Compensation." Additionally, SFAS 148 required more prominent and
more frequent disclosures in financial statements about the effects of
stock-based compensation. The provisions of this Statement are effective for
fiscal years ending after December 15, 2002, with early application permitted in
certain circumstances. The Company has adopted the disclosure provisions in
these consolidated financial statements as disclosed under Stock Based
Compensation.

<PAGE>

Item 3.  CONTROLS AND PROCEDURES

(a) Under the supervision and with the participation of our management,
including our principal executive officer and principal financial officer, we
conducted an evaluation of our disclosure controls and procedures, as such term
is defined under Rule 13a-14(c) promulgated under the Securities Exchange Act of
1934, as amended (the "Exchange Act"), within 90 days of the filing date of this
report. Based on their evaluation, our principal executive officer and principal
accounting officer concluded that New York Regional Rail's disclosure controls
and procedures are effective.

(b) There have been no significant changes (including corrective actions with
regard to significant deficiencies or material weaknesses) in our internal
controls or in other factors that could significantly affect these controls
subsequent to the date of the evaluation referenced in paragraph (a) above.






















<PAGE>



                           Part II: Other Information

Item  1.   Legal Proceedings:

On August 27, 2003 the Company's petition for a stay pending judicial review of
the Surface Transportation Board's ("STB") decision for abandonment was granted
by the STB. In its decision the Board stated, "A stay would also preserve the
status quo for NYCH and the affected shippers during the pendency of judicial
review proceedings, thereby avoiding any disruption to their current operations
that would be needless if the Board's decision were not to withstand judicial
review. Nor would a stay irreparably harm the City. The City, while eager to
remove NYCH from the tracks and facilities as soon as possible, should also have
an interest in an orderly process and in avoiding the difficult-to-remedy
situation that could result if the Board's decision is later overturned by a
reviewing court. Furthermore, during this period, the parties may be able to
reach agreement resolving some of their differences, most notably, access for
NYCH to the 65th Street floatbridge facility." In September 2003, the Company
filed an appeal of the Board's May 9, 2003 decision in Federal Court.

SEC disclosure requirements of Form 10-QSB, stipulate that only new proceedings
or updates to previous disclosures need be included in the report. Please see
the Company's annual report on Form 10-KSB for year ended December 31, 2002, the
quarterly report on Form 10-QSB for the three months ended March 31, 2003 and
the quarterly report on Form 10-QSB for the six months ended June 30, 2003 for
further information on legal matters and other contingencies.


Item  2.   Changes in Securities:

On September 30, 2003, Joel Marcus, the Company's CFO, exercised 21,898 warrants
granted in accordance with the terms of his employment agreement. The warrant
exercise prices varied from $.057 per share to $0.077 per share. Mr. Marcus
exercised these warrants using $1,500 of accrued consulting fees.

The sale of these securities was exempt from the registration requirements of
the Securities Act of 1933 as amended ("the Act") pursuant to Section 4 (2)
thereof. The shares issued in this transaction were acquired for investment
purposes only and without a view to distribution. The person that acquired these
shares was fully informed about matters concerning the Company, including its
business, financial affairs and other matters and acquired the securities for
his own account. The securities referred to in this paragraph are "restricted"
securities as defined in Rule 144 promulgated under the Act. 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:

<PAGE>

      In October 2003, the Company's agreement with the Port Authority of New
York and New Jersey ("PANYNJ") was extended for an additional twelve (12) month
period. Under the agreement the Port Authority will be paid five percent (5%) of
the Company's revenues collected by Norfolk Southern Corporation on behalf of
the Company's customers. See the "Liquidity and Capital Resource" section of
this report for further information.


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

         (a) Exhibits

                  31.1 302 certification of CEO

                  31.2 302 certification of CFO

                  32.1 906 certification of CEO

                  32.2 906 certification of CFO

         (b) Reports on Form 8-K:

                  None



                                   Signatures


         Pursuant to the requirements of the Securities and Exchange Act of
1934, the Registrant has duly caused this Report to be signed on its behalf by
the undersigned thereunto duly authorized.


Date: November 19, 2003                  By:/s/ Wayne A. Eastman, Jr.
                                          ------------------------------------
                                                Wayne A. Eastman, Jr.,
                                                President

Date: November 19, 2003                  By:/s/ Joel Marcus
                                          ------------------------------------
                                                Joel Marcus,
                                                Chief Financial Officer