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: June 30, 2000


                        Commission file number: 000-28583


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


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


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


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


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

                                      Yes [ X ] No [ ]


There were 169,508,649 shares of the Registrant's Common Stock outstanding as of
June 30, 2000



<PAGE>


                     NEW YORK REGIONAL RAIL CORPORATION AND AFFILIATES
                           CONSOLIDATED BALANCE SHEET


                                                JUNE 30,      DECEMBER 31,
                                                   2000          1999
                                                --------      --------------
ASSETS
   Current assets
      Cash                                      $53,118         $211,512
      Accounts receivable                       722,864          693,506
      Other current assets                      367,515          413,015
                                             ----------       ----------
            Total current assets              1,143,497        1,318,033
                                              ---------        ---------

   Property, plant and equipment              4,301,408        4,147,575

   Other assets
      Other assets                               85,225           90,625
                                          -------------     ------------
   Total other assets                            85,225           90,625
                                          -------------     ------------
            Total assets                     $5,530,130       $5,556,233
                                             ==========       ==========

LIABILITIES AND STOCKHOLDERS' EQUITY

LIABILITIES
   Current liabilities
      Accounts payable Accrued Expenses      $2,849,515       $3,285,386
      Notes Payable and Current Maturities
          of Long-Term Debt                   1,840,203        2,615,927
      Payroll and Payroll Taxes Payable         819,327          564,577
                                             ----------       ----------
            Total current liabilities         5,509,045        6,465,890
                                              ---------        ---------

   Long-term debt                             1,038,555          758,551
                                              ----------         -------

            Total liabilities                 6,547,600        7,224,441
                                              ----------       ---------

Minority Interest                               330,547          276,750
                                             -----------         -------

STOCKHOLDERS' EQUITY
   Common stock                                  16,822           16,096
   Preferred stock                            1,250,000        1,250,000
   Additional paid-in capital                 9,456,282        8,518,890
   Retained earnings (accumulated deficit)  (12,071,121)     (11,729,944)
                                            ------------     ------------

            Total stockholders' equity       (1,348,017)      (1,944,958)
                                             -----------      -----------

Total liabilities and stockholders' equity   $5,530,130       $5,556,233
                                             ==========       ==========



PLEASE  READ  THE  ACCOMPANYING  NOTES  AS  THEY  ARE AN  INTEGRAL  PART  OF THE
CONSOLIDATED FINANCIAL STATEMENTS


<PAGE>


                NEW YORK REGIONAL RAIL CORPORATION AND AFFILIATES
                      CONSOLIDATED STATEMENT OF OPERATIONS

                                            THREE MONTHS SIX MONTHS
                                       ENDED JUNE 30,        ENDED JUNE 30,
                                      ----------------       --------------
                                    2000          1999      2000        1999
                                    ----------------------------------------
                                                 (U N A U D I T E D)

Operating revenues              $2,471,671  $1,108,495  $4,873,775  $1,300,304

Operating expenses               2,035,973     809,416   4,183,792   1,068,211
                                 ---------     -------   ---------   ---------

Income from operations             435,698     299,079     689,983     232,093

Administrative expenses            492,586     834,866     815,384   1,013,259
                                   -------     -------     -------   ---------

Loss before other income
  (expenses) and income taxes      (56,888)   (535,787)   (125,401)   (781,166)

Interest expense                   (71,267)    (83,862)   (135,977)   (106,893)

Net loss before income taxes and    _______     _______    ________   ________
   minority interest              (128,155)   (619,649)   (261,378)   (888,059)

Provision for income taxes

Net loss before income taxes
  and minority interest           (128,155)   (619,649)   (261,378)   (888,059)

Minority interest in (income)
  loss of subsidiary               (28,943)   (19,701)    (79,799)     (41,319)
                                   --------   --------    --------     --------

Net loss                         $(157,098)  $(639,350)  $(341,177)  $(929,378)
                                 ==========  ==========  ==========  ==========









PLEASE  READ  THE  ACCOMPANYING  NOTES  AS  THEY  ARE AN  INTEGRAL  PART  OF THE
CONSOLIDATED FINANCIAL STATEMENTS



<PAGE>


                NEW YORK REGIONAL RAIL CORPORATION AND AFFILIATES
                             STATEMENT OF CASH FLOWS

                                                        SIX MONTHS ENDED
                                                             JUNE 30,
                                                       2000           1999
                                                       -------------------

Increase  (decrease)  in cash and cash
  equivalents Cash flows from operating
   activities:
      Net loss                                     $(341,177)     $(929,378)
   Adjustments to reconcile net loss to
    net cash provided by (used in)
    operating activities:
      Depreciation and amortization                  229,131        298,000
      Amortization of goodwill
      Miscellaneous Income
      Stock and options issued for
      services Beneficial conversion
       feature Minority Interest                      79,799        41,319
      Changes in operating assets and liabilities:
           Accounts receivable                       (29,358)       (69,545)
           Prepaid expenses                           45,500
           Other assets                                5,400         10,495
           Accounts Payable and Accrued Expenses    (435,871)      (521,579)
           Payroll taxes payable                     254,750         82,638
           Deferred rent                             _______       ________
            Total adjustments                        149,351       (158,672)
                                                     --------      --------
Net cash provided by (used in) operating activities (191,826)    (1,088,050)

Cash flows from investing activities:
   Purchase of property and equipment                (72,865)      (113,273)
                                                     --------      ---------
Net cash provided by (used in) investing activities  (72,865)      (113,273)
                                                     --------      ---------

Cash flows from financing activities:
   Long term debt                                    (24,965)           261
   Convertible notes - other                        (681,000)     1,125,000
   Convertible notes - related party                (300,000)
   Other current debt - related party                320,000
   Other current debt - other                        170,656         61,270
   Proceeds from issuance of capital stock           938,118       ________
                                                     -------
Net cash provided by (used in) financing activities  422,809      1,186,531
                                                     -------      ---------

Net increase (decrease) in cash and cash equivalents 158,118        (14,792)
                                                     --------       -------

Cash and cash equivalents at beginning of year       211,512          8,291
                                                     --------         -----

Cash and cash equivalents at end of year             $53,394        $(6,501)
                                                     ========       ========

PLEASE  READ  THE  ACCOMPANYING  NOTES  AS  THEY  ARE AN  INTEGRAL  PART  OF THE
CONSOLIDATED FINANCIAL STATEMENTS


<PAGE>


                NEW YORK REGIONAL RAIL CORPORATION AND AFFILIATES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. NATURE AND  ORGANIZATION  OF BUSINESS AND SUMMARY OF  SIGNIFICANT  ACCOUNTING
   POLICIES

      Nature and Organization of Business

      New York Regional Rail Corporation  ("NYRR") is a management  company that
was established  (effective  January 1, 1996) to acquire control of an equipment
company (CH  Proprietary,  Inc.),  and a company  that  operates  an  interstate
railroad (New York Cross Harbor Railroad Terminal  Corporation).  As of June 30,
2000, The NYRR holds a 95% interest in CH  Proprietary,  Inc., a 51% interest in
JS  Transportation  Inc, and a 93%  interest in New York Cross  Harbor  Railroad
Terminal Corporation.

      New York Cross Harbor  Railroad  Terminal  Corporation  ("NYCHRR")  is the
operator of an ICC certified railroad. Its business is to transport rail traffic
and to deliver that rail traffic via barges  across New York Harbor and the East
River,  thus  enabling New York City,  Long Island,  and Southern New England to
connect to the  national  rail  freight  system.  In  addition,  it receives and
delivers railcars at certain  industrial  facilities located on its own trackage
of three and one-half  miles plus seven miles of leased  track on the  Brooklyn,
New York  waterfront and two and one-half miles of its own track in Jersey City,
New Jersey.

     CH Proprietary,  Inc. ("CHP") holds title to railroad, marine, and terminal
equipment, which it leases to NYCHRR.

      J S Transportation Inc.  is a short haul regional trucking company.

      In May 1996,  NYRR merged with Best Sellers  Group,  Inc ("BSLR"),  an OTC
publicly traded company.

      The Companies grant credit terms in the normal course of business to their
customers.  Customers  include a wide  variety of  industries  that  utilize the
services of a  railroad.  Concentrations  of credit  risk with  respect to these
trade  receivables are considered  minimal due the Companies'  diverse  customer
base. As part of their ongoing  control  procedures,  the Companies  monitor the
credit worthiness of their customers. Bad debts have been minimal. The Companies
do not normally require collateral or other security to support credit sales.



<PAGE>


Principles Of Consolidation

      The accompanying consolidated financial statements present the combination
of NYRR and the  consolidated  interests in CHP,  NYCHRR,  and JST in which NYRR
either  holds a  majority  interest,  or which are  under  common  control.  All
intercompany   balances   and   transactions   have  been   eliminated   in  the
consolidation.

Revenue Recognition

      The Company  recognizes  revenue as earned on the date of freight delivery
to the consignee or other commercial carrier.

Inventory

      Inventory  consists of spare parts,  marine gear and spare railroad track,
ties  and   turnouts.   Inventory   is  stated  at  cost,   using  the  specific
identification method.

Property, Plant and Equipment And Depreciation and Amortization

      Property,  plant and  equipment  are  stated at cost  except  for  certain
transferred  assets which are based on current  appraisals  and a favorable land
lease value, which is recorded at its present value (see note 2).

      Expenditures for  maintenance,  repairs and renewals of a minor nature are
charged  against  earnings as  incurred.  Major  renewals  and  betterments  are
capitalized.  Depreciation and amortization is provided using the  straight-line
method over the estimated useful lives of the related assets.

Loan Acquisition Costs and Other Intangible Assets

      Loan acquisition  costs are amortized over the term of the related loan by
the straight-line method.

      Other intangibles,  including startup costs, are capitalized and amortized
on a straight-line basis over a period of five years.

Estimates

      The  preparation  of financial  statements  in conformity  with  generally
accepted  accounting  principles  requires  management  to  make  estimated  and
assumptions  that affect the reported  amounts of assets and  liabilities at the
date of the  financial  statements  and the  reported  amounts of  revenues  and
expenses  during the reporting  period.  Actual  results could differ from those
estimates.



<PAGE>




Income Taxes

     The Companies have adopted the Statement of Financial  Accounting Standards
No. 109. (SFAS No. 109") "Accounting for Income Taxes" which requires the use of
the liability method of accounting for deferred income taxes.

Earnings Per Share

      The  Consolidated  financial  statements are presented in accordance  with
SFAS No. 128, "Earnings per Share". Basic earnings per common share are computed
using weighted  average number of common shares  outstanding  during the period.
Diluted  earnings per common share  incorporate the incremental  shares issuable
upon the assumed exercise of stock options and warrants.

Goodwill and Other Intangible Assets

      Organization  expenses  are  recorded  at  cost  and  are  amortized  on a
straight-line basis over a five-year useful life.

      The value of the NYRR's investment in CH Partners, Inc. and New York Cross
Harbor Railroad Terminal Corporation was based on the audited net book value per
share of the  contributed  equity as of  December  31,  1993,  which  management
estimates to be the market value as of the date of acquisition. This costs is to
be amortized on a straight-line basis over a 40-year life

2.    PROPERTY, PLANT AND EQUIPMENT

      Combined property, plant and equipment as of June 30, 2000 consists of the
following:

      Marine transportation equipment and dock
         facilities                                     $1,334,092
      Railroad locomotive cars and equipment           $   215,205
      Track and related land improvements               $1,210,498
      Other equipment                                  $   491,439
      Idle Property and equipment                       $1,450,000
                                                        ----------

                                                        $4,701,234

      Less Accumulated depreciation and amortization  $    399,826
                                                      ------------
                                                       $ 4,301,408

3.    NOTES PAYABLE

      Notes Payable                                    $ 2,878,758
      Current Portion Due                              $ 1,840,203
                                                        ----------
                                                       $ 1,038,555

      Interest Expenses for the period June 30, 2000
          amounted to:                                 $   138,977


<PAGE>

      Interest Expenses for the period  June30, 1999
          amounted to:                                    $106,893

4.    LEASING ARRANGEMENT

      NYCHRR leases, on a month-to-month  basis, land and building from the City
of New York.  Related rent expense was $13,200 for the six months ended June 30,
2000.

5.    PAYROLL TAXES PAYABLE

      The liability for payroll taxes  includes  delinquent  federal,  state and
local taxes of $819,327 including  estimated penalty and interest.  In June 1999
the Company  paid  $290,000 on order to settle all federal  liabilities  through
1997.  The  Company  is  currently   negotiating  with  the  appropriate  taxing
authorities in order to settle all other outstanding claims.

6.    INCOME TAXES

      As discussed in Note 1, the Companies have adopted SFAS No. 109.

      The Companies  total deferred tax asset,  which results from net operating
loss  carryovers that are available to offset future taxable income and deferred
tax valuation allowance as of June 30, 2000 were as follows:

      Deferred tax asset                        $2,591,177
      Less valuation allowance                  $2,591,177

      Net deferred tax asset                    $     0.00


      The Companies  have net  operating  loss carry  forwards of  approximately
$6,750,000,  which  will  expire in the years  2000  through  2014.  there is no
provision  for income  taxes for the period  ended June 30, 2000  because of the
availability of net operating loss carryforwards.

7.    CAPITAL STOCK

                                                   Number of Shares
                                                      Issued and
                                    Authorized        Outstanding

      Preferred                     1,000,000           500,000

      Common $.0001 par value     200,000,000       169,508,649



<PAGE>





8.    CONTINGENCIES

      New York City has assessed NYCHRR approximately  $1,500,000 for delinquent
real estate  taxes.  The taxes were  assessed  against  properties  not owned by
NYCHRR.  The property  rolls have been  corrected by the New York State Board of
Equalization   and  Assessment   and  agreed  to  by   management.   Preliminary
negotiations between management,  the New York City Real Estate Tax Assessor and
the New York City Corporate  Counsel have begun. It is managements  opinion that
based on these negotiations a payment of approximately $300,000 will be required
to settle all past liabilities.

      An open trade  receivable  exists in the amount of  $493,064  representing
demurrage  charges  for use of Conrail  freight  cars by a trade  customer.  The
customer  claims it is not  obligated to pay per diem charges but has not denied
its obligation to pay demurrage charges. As of the report date, the matter is in
arbitration proceedings,  but outside counsel believes, based on a review of the
pertinent transportation contract and the demurrage tariff filed by NYCHRR, that
the trade customer is obligated to pay the demurrage charges. NYCHHRR hopes that
the matter can be resolved through negotiation.

9.    LEGAL MATTERS AND OTHER CONTINGENCIES

      In 1993 and again in 1995,  the Port  Authority of New York and New Jersey
("PANYNJ")  obtained  judgements  against NYCH or  approximately  $440,000.  The
judgements are for claims involving rent arrearages on property  occupied by the
Company  at the  PANYNJ's  Atlantic  Terminal  facility  and for  accrued  lease
payments and rental payments for Tug Boat owned by PANYNJ.

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

10.   SUBSEQUENT EVENTS

      In November 1999, the PANYNJ  enforced its judgements by placing a lien on
the Company's  accounts  receivables with Norfolk  Southern ("NS").  In November
1999,  the  Company  and the  PANYNJ  reached a  temporary  repayment  agreement
whereby,  NS would remit 20% of all accounts  receivable  due the Company to the
PANYNJ until such time as a permanent agreement could be reached.  The temporary
repayment agreement has been subsequently extended on several occasions. Through
July 2000  approximately  $20,000  has been  remitted  to the  PANYNJ in partial
satisfaction of the  judgements.  Management is currently  negotiating  with the
PANYNJ in an attempt to arrive at a settlement  amount and structure a long-term
repayment schedule. As of August 2000, the Port Authority has agreed not to take
any further action or monies pending negotiations with the Company.



<PAGE>


           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
judgement 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

Three months ended June 30, 2000 versus three months ended June 30, 1999.

      During the three months ended June 30,2000,  the Company had $2,471,671 in
revenue  compared to $1,108,495 in revenue during the  corresponding  prior year
period.  The increase in revenue was the result of increase of rail car movement
and trucking operations. Expenses for the three months ending June 30, 2000 were
approximately  $492,586 compared to approximately $834,466 for the corresponding
year.  This  decrease in expense is due in the most part of a decrease in wages,
personnel, and cost containment measures by management.

      As of  June  30,  2000  the  Company  had a  working  capital  deficit  of
approximately $4,365,548 compared to approximately  ($5,147,857) at December 31,
1999. The decrease is due to the conversion of notes to common stock.

Six months ended June 30, 2000 versus six months ended June 30, 1999.

      During the six months ending June 30, 2000,  the company had $4,873,775 in
revenue  compared to $1,300,304 in revenue during the  corresponding  prior year
period.  The increase in revenue was the result of increase of rail car movement
and  trucking  operations.  The Company had partial  period  trucking  operating
revenues during the corresponding period last year.

      Expenses  for the six  months  ending  June 30,  2000  were  approximately
$815,384 compared to approximately  $1,013,259 for the corresponding  year. This
decrease  in  expense  is due in the  most  part  of a  decrease  in  wages  and
personnel.

     The Company presently has no material commitments for capital expenditures.


<PAGE>






                                    Part II:
                                Other Information

Item:  1. Legal Proceedings:

            None

Item  2. Changes in Securities:

         12,500   SHARES PREFERRED B RETIRED
        500,000   SHARES PREFERRED C CONVERTED FROM NOTES
      7,190,094   SHARES CONVERTED FROM NOTES
        480,000   SHARES EXCHANGED FOR OSK
        200,000   SHARE OPTIONS EXERCISED FOR LEGAL FEES @ .40 PER SHARE
      1,475,947   SHARES RETURNED TO TREASURY

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)   Exhibit 27  Financial Data Schedule

(b)   Reports on Form 8-K:

            None




<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:  AUGUST 23,2000                     /s/ W. Robert Bentley
                                          ---------------------
                                          W. Robert Bentley, President



Date:  AUGUST 23,2000                     /s/ Joel Marcus
                                          Joel Marcus, Chief Financial Officer