ANNUAL REPORT

                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                  FORM 10-KSB/A


         ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

                  FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2003

                         Commission File Number 0-27159

                      NATIONAL RESIDENTIAL PROPERTIES, INC.
             (Exact Name of Registrant as Specified in its Charter)

          NEVADA                                               65-0439467
(State or Other Jurisdiction                                (I.R.S. Employer
      of Incorporation)                                  Identification Number)


       6915 RED ROAD SUITE #222 CORAL GABLES, FLORIDA 33143 (305) 666-6565
       (Address, including zip code, and telephone number, of registrant's
                          principal executive offices)

         SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT: None

         SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
Common Stock $.001 par value

         Check whether the issuer (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 reports), and (2) has been subject to such filing requirements for
the past 90 days. Yes X No |_|

         Check if there is no disclosure of delinquent filers pursuant to Item
405 of Regulation S-B is contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any amendment to
this Form 10-KSB. X

         Issuer's revenues for its most recent fiscal year:  $5,665,805.


         The aggregate market value of voting stock held by non-affiliates of
the registrant as of October 27, 2004 was $191,977.30 (based on the last
reported sale price of $0.0001 per share on October 27, 2004).

         The number of shares of the registrant's common stock outstanding as of
October 27, 2004 was 1,938,566,046.





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                      NATIONAL RESIDENTIAL PROPERTIES, INC.
                      FOR THE YEAR ENDED SEPTEMBER 30, 2003

                                TABLE OF CONTENTS

                                                                            Page

PART I  .......................................................................3
    ITEM 1.  BUSINESS..........................................................4
    ITEM 2.  PROPERTIES.......................................................13
    ITEM 3.  LEGAL PROCEEDINGS................................................14
    ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF
        SECURITY HOLDERS......................................................14

PART II ......................................................................15
    ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND
        RELATED STOCKHOLDER MATTERS...........................................15
    ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION........15
    ITEM 7.  FINANCIAL STATEMENTS.............................................22
    ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH
        ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE....................43
    ITEM 8A. CONTROLS AND PROCEDURES..........................................43
    ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND
        CONTROL PERSONS; COMPLIANCE WITH SECTION 16(A) OF
        THE EXCHANGE ACT......................................................43
    ITEM 10. EXECUTIVE COMPENSATION...........................................45
    ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
        AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS........................46
    ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS...................47
    ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K.................................47
    ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES...........................48


         THIS REPORT CONTAINS FORWARD-LOOKING STATEMENTS THAT INVOLVE RISKS AND
UNCERTAINTIES. SUCH STATEMENTS ARE BASED ON CURRENT EXPECTATIONS, ASSUMPTIONS,
ESTIMATES AND PROJECTIONS ABOUT THE COMPANY AND ITS INDUSTRY. FORWARD-LOOKING
STATEMENTS ARE SUBJECT TO KNOWN AND UNKNOWN RISKS, UNCERTAINTIES AND OTHER
FACTORS THAT MAY CAUSE ACTUAL RESULTS, LEVELS OF ACTIVITY, PERFORMANCE,
ACHIEVEMENTS AND PROSPECTS TO BE MATERIALLY DIFFERENT FROM THOSE EXPRESSED OR
IMPLIED BY SUCH FORWARD-LOOKING STATEMENTS. THE COMPANY UNDERTAKES NO OBLIGATION
TO UPDATE PUBLICLY ANY FORWARD-LOOKING STATEMENTS FOR ANY REASON EVEN IF NEW
INFORMATION BECOMES AVAILABLE OR OTHER EVENTS OCCUR IN THE FUTURE. BECAUSE THE
COMPANY IS CURRENTLY ISSUING "PENNY STOCK" AS DEFINED IN RULE 3A51-1 UNDER THE
EXCHANGE ACT, THE SAFE HARBOR PROVISIONS OF THE PRIVATE SECURITIES LITIGATION
REFORM ACT OF 1995 DO NOT APPLY TO THE COMPANY.












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                                     PART I

BACKGROUND CAPITALIZATION INFORMATION

         The original Articles of Incorporation (the "ARTICLES") of National
Residential Properties, Inc., a Nevada corporation (the "COMPANY") authorized
the Company to issue 1 million shares of the Company's common stock ("NRES
COMMON STOCK"). After its incorporation, the following events occurred: (i) in
December of 1994, the Company attempted to effect a 2 for 1 stock split (the
"1994 STOCK SPLIT"); (ii) in January of 1999, the Company attempted to effect a
1 for 10 reverse stock split (the "1999 REVERSE STOCK SPLIT"); (iii) between the
date of its incorporation and January of 2001, the Company believed it increased
the number of shares it was authorized to issue from 1 million to 40 million
shares of NRES Common Stock (the "40 MILLION SHARE INCREASE"); (iv) in October
of 2000, the Company attempted to increase the number of shares the Company was
authorized to issue from 40 million to 250 million shares of NRES Common Stock
(the "250 MILLION SHARE INCREASE"); (v) in January of 2001, the Company
attempted to increase the number of shares it was authorized to issue from 250
million to 750 million shares of NRES Common Stock and effected a 3 for 1 stock
split (the "750 MILLION SHARE INCREASE"); and (vi) in June of 2001, the Company
attempted to increase the number of shares it was authorized to issue from 750
million to 1.5 billion shares of NRES Common Stock (the "1.5 BILLION SHARE
INCREASE", and together with the 1994 Stock Split, the 1999 Reverse Stock Split,
the 40 Million Share Increase, the 250 Million Share Increase and the 750
Million Share Increase, the "CAPITAL CHANGES"). The Company has since determined
that some or all of the Capital Changes were not validly adopted by the
Company's board of directors, approved by the Company's shareholders or filed
with the Secretary of State of the State of Nevada as required by the laws of
the State of Nevada. As a result, it appears the Company never has been
authorized to issue more than 1 million shares of NRES Common Stock. All shares
of NRES Common Stock issued in excess of 1 million shares appear to have been
issued in excess of the authorized amount.

         Given the foregoing, the Company has attempted to determine the
majority owners of the validly issued shares of NRES Common Stock. The Company
discovered that Richard Astrom and Pamela Gay Astrom, tenants by the entireties,
were issued a substantial block of shares shortly after the Company merged with
National Rehab Properties, Inc. These shares consisted of the majority of the
Company's validly issued outstanding shares. The Company's former transfer
agent's records show that these shares can be traced to such point that the
Company's former transfer agent and the Company severed relations, when they
were still held by Richard and Pamela Astrom, as tenants by the entireties. The
Company's current transfer agent's records confirm that these shares can be
traced from that time to the present, as they are still held by Richard and
Pamela Astrom, as tenants by the entireties, and have not been sold or otherwise
transferred. As such, Richard Astrom and Pamela Gay Astrom, as tenants by the
entireties, appear to hold a majority of the validly issued shares of NRES
Common Stock.

         After making the aforementioned factual findings, the Company proceeded
to retain local counsel in the State of Nevada to determine the effect of the
invalidity of some or all of the Capital Changes and to confirm the foregoing
analysis under Nevada law. The Company believes





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that Richard and Pamela Astrom, as the valid owners of a majority of the
Company's validly issued shares, can amend the Articles to increase the
Company's authorized number of shares. The Company also believes that the
issuance of NRES Common Stock in excess of the authorized amount can be cured by
the Company's board of directors. The Company and Richard and Pamela Astrom
intend to amend the Company's Articles and cure and ratify any issuances of
shares issued in excess of the authorized amount after the Company's local
counsel renders these opinions. The Company also intends to file an Information
Statement on Schedule 14C reflecting these actions, as appropriate.

ITEM 1. BUSINESS

OVERVIEW

         o        National Residential Properties, Inc. was incorporated on
                  October 18, 1971, in the State of Nevada under the name of
                  Mister Las Vegas, Inc. At the time of its incorporation, the
                  Company was authorized to issue 1 million shares of its common
                  stock.

         o        Pursuant to a letter agreement executed on November 15, 1994,
                  Richard Astrom, the then-president of National Rehab
                  Properties, Inc., a Florida corporation formed on October 1,
                  1993, purchased 200,000 of the 235,000 issued and outstanding
                  shares of NRES Common Stock from the Company's then
                  controlling stockholders. At this time the Company was
                  authorized to issue 1 million shares of NRES Common Stock. On
                  December 15, 1994, the Company's board of directors approved
                  the 1994 Stock Split, giving Richard Astrom 400,000 of the
                  issued and outstanding shares of NRES Common Stock.

         o        On December 15, 1994, the Company entered into an agreement of
                  merger with National Rehab Properties, Inc. On May 15, 1995,
                  the merger became effective and National Rehab Properties,
                  Inc. merged with and into the Company, with National Rehab
                  Properties, Inc. remaining as the surviving entity. The
                  surviving entity subsequently changed its name to National
                  Rehab Properties, Inc. and became authorized to conduct
                  business in the State of Florida on August 17, 1995.

         o        In January of 1999, the Company attempted to effect the 1999
                  Reverse Stock Split.

         o        Between the date of its incorporation and January of 2001, the
                  Company attempted to increase the number of shares the Company
                  was authorized to issue from 1 million to 40 million shares of
                  Common Stock pursuant to the 40 Million Share Increase.

         o        On June 17, 1999, pursuant to a joint action by written
                  consent of the Company's shareholders and board of directors,
                  the Company was given the authority to amend its Articles of
                  Incorporation to authorize 2 million shares of Class A






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                  Common Stock per share and to issue 1 million shares of its
                  newly authorized Class A Common Stock to Christopher Astrom.

         o        In April of 2000, the Company acquired 80% of Encore Services,
                  Inc. ("ENCORE SERVICES"). Encore Services served as the
                  Company's general construction contractor, but was
                  subsequently replaced by Encore Builders, Inc. ("ENCORE
                  BUILDERS"), a former subsidiary (through March 21, 2002) of
                  Vacation Ownership Marketing, Inc. Vacation Ownership
                  Marketing, Inc. ("VACATION OWNERSHIP") is an affiliate of the
                  Company. Encore Builders was the general construction
                  contractor for the Company's Conquistador Plaza project in
                  Miami, Florida. Since the time Encore Builders replaced Encore
                  Services as the general construction contractor of the
                  Company's Conquistador Plaza project, to the time the Company
                  severed its relationship with Encore Services in March of
                  2002, Encore Services has been inactive.

         o        In October of 2000, the Company changed its name to National
                  Residential Properties, Inc. (the "NATIONAL RESIDENTIAL NAME
                  CHANGE").

         o        In October of 2000, the Company attempted to effect the 250
                  Million Share Increase by filing a Certificate of Change in
                  Number of Authorized Shares with the Nevada Secretary of State
                  to increase its authorized number of shares from 40 million
                  shares, to 250 million shares.

         o        In January of 2001, the Company attempted to effect the 750
                  Million Share Increase.

         o        On April 12, 2001, the Company's wholly-owned subsidiary,
                  Connecticut Acquisition Corp. No. 1 ("CONNECTICUT
                  ACQUISITION") obtained a loan from accredited investors
                  evidenced by its 8% Series A Senior Subordinated Convertible
                  Redeemable Debentures due April 12, 2003 (the "CONNECTICUT
                  ACQUISITION DEBENTURES"), which were convertible from time to
                  time into shares of Connecticut Acquisition's Class A common
                  stock. On May 8, 2001, Connecticut Acquisition merged with and
                  into the Company, with the Company remaining as the surviving
                  entity. As a result, all rights and obligations of Connecticut
                  Acquisition inured to the benefit of and became binding upon
                  the Company. Pursuant to the merger, the Connecticut
                  Acquisition Debentures were surrendered and canceled, and new
                  debentures, identical to the Connecticut Acquisition
                  Debentures (the "NRES CONNECTICUT DEBENTURES" and together
                  with the NRES Connecticut Debentures, the "NRES DEBENTURES"),
                  but convertible into authorized and unissued shares of NRES
                  Common Stock, were issued by the Company to the holders of the
                  Connecticut Acquisition Debentures.

         o        In June of 2001, the Company filed a Certificate of Amendment
                  with the Nevada Secretary of State attempting to effect the
                  1.5 Billion Share Increase.




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<PAGE>
         o        On October 17, 2001, the Company's wholly-owned subsidiary, DC
                  Power Products Acquisition Corp. ("DC POWER"), a Florida
                  corporation, obtained a loan from accredited investors
                  evidenced by its 8% Series A Senior Subordinated Convertible
                  Redeemable Debentures due October 17, 2003 (the "DC POWER
                  DEBENTURES"), which were convertible from time to time into
                  shares of DC Power's common stock. On November 1, 2001, DC
                  Power merged with and into the Company with the Company
                  remaining as the surviving entity. As a result, all rights and
                  obligations of DC Power inured to the benefit of and became
                  binding upon the Company. Pursuant to the merger, the DC Power
                  Debentures were surrendered and canceled, and new debentures,
                  identical to the DC Power Debentures (the "NRES DC POWER
                  DEBENTURES"), but convertible into authorized and unissued
                  shares of NRES Common Stock, were issued by the Company to the
                  holders of the DC Power Debentures.


         o        The Company's Articles of Incorporation, as amended, currently
                  provide that the Company is authorized to issue up to 1.5
                  billion shares of NRES Common Stock. However, the Company
                  concluded that the 1994 Stock Split, the 1999 Reverse Stock
                  Split, the 40 Million Share Increase, the 250 Million Share
                  Increase, the 750 Million Share Increase and the 1.5 Billion
                  Share Increase may not have been validly adopted by the
                  Company's board of directors, approved by the Company's
                  shareholders or filed with the Secretary of State of the State
                  of Nevada, as required by the laws of the State of Nevada. As
                  such, the Company believes it currently has only 1 million
                  shares of NRES Common Stock authorized, a majority of which
                  are owned by Richard and Pamela Gay Astrom, as tenants by the
                  entireties. As such, all references to shares of NRES Common
                  Stock do not reflect the Capital Changes referenced above
                  (including any stock splits). It has come to the Company's
                  attention that, as a result of the conversion of the NRES
                  Debentures into NRES Common Stock and the decrease in the
                  price of NRES Common Stock, investors were entitled to more
                  shares than authorized. As a result, the Company, as of
                  August 10, 2004, has 1,938,566,046 shares of NRES Common
                  Stock issued, which exceeds the number of authorized shares.
                  Under the state law of Nevada, it may be possible that the
                  transactions for shares in excess of the number of authorized
                  shares will not be viewed as valid and the Company may be
                  responsible for taking corrective action or compensating the
                  stockholders.


         o        As of September 30, 2003, the Company is a land development
                  company that purchases zoned, but undeveloped real property,
                  develops architectural plans for the real property, obtains








                                        6
<PAGE>
                  building permits for the real property and subsequently sells
                  the real property when it is ready for development. Subsequent
                  to September 30, 2003, the Company commenced operations as a
                  mortgage lender.

OPERATING HISTORY

         From 1993 until 1999, the Company's business concentrated on investing
in and revitalizing single family homes in established older residential
neighborhoods in urban areas. The Company either bought single unit vacant
properties and built single family homes on them, or bought abandoned homes
which the Company then renovated and sold. During 1999, while retaining its
efforts in the renovation of urban single family homes as one aspect of its
business, the Company entered a second phase of business: the development,
construction and ownership of multifamily housing projects. Subsequent to
September 30, 2003, the Company commenced operations as a mortgage lender.


         Among other things, the Company has become licensed to extend credit as
a mortgage lender, implemented an online appraisal service and has begun active
efforts to locate potential borrowers, including increased advertising efforts
and discussions with mortgage brokers. The Company has not hired additional
personnel to engage in its mortgage lending business. As of June 30, 2004, the
Company has approximately $173,000 outstanding in credit extended to borrowers.


         CONNECTICUT PROPERTIES

         On May 4, 2001, the Company's wholly-owned subsidiary, Connecticut
Acquisition, entered into a land development agreement with a Mr. Nathan Kahn
and various companies controlled by him (the "KAHN ENTITIES") to develop a
parcel of land located in Hebron, Connecticut (the "HEBRON PARCEL") as a senior
adult community. Thereafter, Connecticut Acquisition and the Kahn Entities hoped
to continue to develop the Hebron Parcel with a view toward either selling
developed lots to builders or erecting dwellings themselves. In addition, the
Kahn Entities had obtained options to purchase and develop other properties, and
the Kahn Entities advised they would need additional funding to pay their
expenses, such as engineering reports, zoning studies, and the like, in
connection with the obtaining and maintenance of these options. On April 12,
2001, in contemplation of the financing of this project, Connecticut Acquisition
obtained a loan from accredited investors evidenced by the Connecticut
Acquisition Debentures.

         From the proceeds of the sale of the Connecticut Acquisition Debentures
approximately (a) $160,000 was to be used by Connecticut Acquisition to acquire
the Hebron Parcel (together with a mortgage in the amount of $315,000 which
Connecticut Acquisition would assume) and (b) $680,000 was to be used by
Connecticut Acquisition to pay the expenses to be incurred with the development
of the other properties.

         On May 8, 2001, following the acquisition of the Hebron Parcel by
Connecticut Acquisition, Connecticut Acquisition merged with and into the
Company. As a result of the Merger, (a) the rights and obligations of
Connecticut Acquisition with respect to the land development agreement inured to
the benefit of and became binding upon the Company, and (b) the Connecticut
Acquisition Debentures were surrendered and canceled and the NRES Connecticut
Debentures, which were convertible into NRES Common Stock, were issued by the
Company to the holders of the Connecticut Acquisition Debentures.

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<PAGE>
         In 2001, the Company sold all the rights, title and interest in (i) the
Hebron Parcel and (ii) contracts to purchase certain parcels of real property in
Watertown, New Milford, Granby and East Windsor, Connecticut to Senior Adult
Lifestyle, Inc., a subsidiary of Genesis Capital Corporation of Nevada
("GENESIS"), which may be deemed an affiliate of the Company.

         CONQUISTADOR PLAZA

         In April 2000, the Company acquired 80% of the outstanding shares of
Encore Services, a general construction contractor. The remaining shares were
held by Braulio Gutierrez who, until March 2002, was a director of the Company
as well as a director and officer of Vacation Ownership, which may be deemed an
affiliate of the Company.

         Encore Builders, a subsidiary of Vacation Ownership whose president was
a director of the Company, was the primary construction company responsible for
construction projects at the Company's properties. However, the first of these
projects, the Conquistador Plaza project, was subject to substantial delays due
to the inability of Encore Builders to meet completion schedules. The delays in
construction caused the Company to commence financing construction loan interest
from its own resources, rather than from construction loan proceeds, and to
terminate Encore Builders as the project's contractor. In March of 2002, the
Company returned the shares of Encore Services, the Company's wholly-owned
inactive company.

         On April 18, 2002, the Company's subsidiary, Conquistador Plaza, Inc.
("CONQUISTADOR PLAZA") received a notice of default from its lender. The notice
cited violations of loan covenants by Conquistador Plaza, specifically relating
to the proceeds of the construction loan being insufficient to complete
construction of the Conquistador Plaza development. The notice of default also
cited the termination of work on the project for a period of more than 20 days.
As a consequence of the defaults, the lender accelerated and declared due and
payable Conquistador Plaza's entire indebtedness of $3,205,317.89, and advised
Conquistador Plaza that the lender would take action to protect its interest if
Conquistador Plaza did not return the entire balance by May 19, 2002. Although
the Company is not liable on the Conquistador Plaza loan, the Company has
invested substantial funds in the Conquistador Plaza development and would lose
its investment were the lender to foreclose on the lender's mortgage. In order
to repay the lender, Conquistador Plaza entered into a contract to sell the
Conquistador Plaza project. The Company entered into a contract dated June 24,
2002, to sell this property to Shamrock at the Gables LLC for $3.5 million. This
transaction was completed on October 8, 2002.

         On August 2, 2002, Encore Builders filed suit against Conquistador
Plaza in the Circuit Court of the Eleventh Judicial Circuit in Miami-Dade
County, Florida seeking foreclosure of a mechanic's lien with respect to the
Conquistador Plaza development. Conquistador Plaza retained Encore Builders to
construct the Conquistador Plaza development. Encore Builders asserted
Conquistador Plaza breached the January 30, 2001 construction contract between
Encore Builders and Conquistador Plaza. Encore Builders asserted that
$504,076.03 is due from Conquistador Plaza, Inc. and is seeking damages with
interest, costs and attorneys fees. Encore Builders was bonded by Mountbatten
Surety Company, Inc. On August 26, 2003, the parties stipulated for a full
settlement of all claims that existed amongst them. As part of the settlement,
$55,000 was to be paid for the benefit of Encore Builders and $50,000 was to be
paid to Mountbatten Surety Company, Inc.

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CURRENT OPERATIONS

         OVERVIEW

         From 1999 until 2002, the Company's business focused on residential
real estate development and building construction services, and in particular on
acquiring properties suitable for development as multifamily housing or multiple
unit single family development tracts. During this time period, the Company
purchased parcels of land for apartment construction and one 20-acre citrus
grove for subdivision development. The properties still held by the Company are
described below in detail along with the status of each project. Subsequent to
September 2003, the Company commenced operations as a mortgage lender.

         RESIDENCES AT BAY HARBOR

         The Bay Harbor property, located on Bay Harbor Island, Florida, was
purchased by the Company in 2000, for $850,000. The Residences at Bay Harbor
were built on a 22,500 square foot area with permit approval to construct a 15
story building. The Company intended to construct a 15-story, 60 unit apartment
building on the Bay Harbor property and intended for Encore Builders to handle
the construction. Immediately after closing the acquisition of the land, the
Company applied for a building permit, but to this date, the permit has not been
obtained due to various neighborhood objections to construction. The initial
business plan called for the building to be sold as a condominium project for
$18 million, with construction costs at approximately $12 million. Due to the
Company's relations with Encore Builders and the difficulties with the building
permit, the Company chose not to construct the building and instead, on December
17, 2001, chose to resell the land for $2.2 million to Dennis Almandares, an
independent third party. The transaction contemplated by this agreement did not
close, and the Company subsequently entered into a purchase and sale agreement
dated as of May 20, 2002 to sell this property to Gateway Mortgage Bankers, Inc.
for $2.3 million. The Company expected to close this transaction in September of
2002 or upon the issuance of a building permit by the city building department
for a 15-story building but was unable to obtain the required building permit.
Subsequently, the Company filed a complaint against the Town of Bay Harbor. On
June 30, 2004, the Circuit Court granted the Town of Bay Harbor Island's summary
judgment motion. See "Item 3 - Legal Proceedings" for a discussion of the
related litigation. The carrying value of the Bay Harbor property was $1,682,227
at September 30, 2003. As of September 30, 2003 and September 30, 2002 this
property was subject to an outstanding mortgage in the amount of $781,981 and
591,000, respectively. The Company currently has fee simple ownership of the
property, subject to a mortgages. The first mortgage is due in September 2004
and the second mortgage is due in 2006.

         Although the Company believes there will be sufficient demand for the
individual units once construction is completed, it is unlikely that the Company
will realize any benefit from such demand as the Company has executed an
agreement to dispose of the property, as described above.

         The Company believes the property is adequately covered by insurance.
The Company's tax basis in the property as of September 30, 2003 is $1,290,194
and realty taxes are $16,000 per year. The Company does not depreciate the
property because no construction on the land has taken place.





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<PAGE>
         BARCELONA APARTMENTS

         On this property, located in Miami, Florida and purchased in 2000, the
Company intended to construct 70 rental apartments. Litigation relating to the
Barcelona Apartments is discussed under "Item 3 - Legal Proceedings". The
Company's July 31, 2002 contract to sell this property to Antonio Sarmiento fell
through. The Company is currently continuing its efforts to sell this property.
The Company entered into an agreement for purchase and sale with Salomon Yuken
to sell the Barcelona Apartments to Salomon Yuken on January 10, 2003. On May 8,
2003, the Company and Salomon Yuken entered into an amendment to the agreement
for purchase and sale. In June 2003, the Company and Salomon Yuken entered into
a second amendment to the agreement for purchase and sale which, among other
things, extended the closing date to October 31, 2003. A $100,000 deposit has
been paid to the Company by Salomon Yuken. The closing date was subsequently
extended.


         On March 12, 2004, the Company completed the sale of the Barcelona
Apartments and transferred title to the Barcelona Apartments to Salomon Yuken
for $1,550,000 in cash. Mortgages and closing expenses totaled $1,166,796.79. A
$100,000 deposit was previously paid to the Company by Salomon Yuken. Net
proceeds totaled $285,849.57. The purchase price for the Barcelona Apartments
was determined through arms-length negotiations. The transfer was made pursuant
to the terms of a Special Warranty Deed dated March 12, 2004, by and between the
Registrant and Salomon Yuken. The Barcelona property had a carrying value of
$1,290,194 and $1,221,467 at September 30, 2003 and 2002, respectively.


RISK FACTORS

         IN ADDITION TO OTHER INFORMATION IN THIS REPORT, YOU SHOULD CONSIDER
THE FOLLOWING RISK FACTORS CAREFULLY. THESE RISKS MAY IMPAIR THE COMPANY'S
OPERATING RESULTS AND BUSINESS PROSPECTS AS WELL AS THE MARKET PRICE OF THE
COMPANY'S COMMON STOCK.


RISKS RELATED TO LEGAL UNCERTAINTIES

         THE COMPANY BELIEVES IT HAS VIOLATED NEVADA CORPORATE LAW

         At the time of its incorporation, the Company had 1 million shares of
its common stock authorized. Since that time, the Company believed it had
effected the 1994 Stock Split, the 1999 Reverse Stock Split, the 40 Million
Share Increase, the 250 Million Share Increase, the 750 Million Share Increase
and the 1.5 Billion Share Increase. These changes in capital structure appear to
have not been validly adopted by the Company's board of directors, approved by
the Company's shareholders or filed with the Secretary of State of the State of
Nevada, as required by the laws of the State of Nevada. As such, it appears the
Company currently has only 1 million shares of NRES Common Stock authorized, and
the majority of the validly issued shares are held by Richard and Pamela Astrom
as tenants by the entireties. The Company believes a majority of the Company's
validly issued and outstanding shares and the board of directors can cure and
ratify the overissuances of stock and the aforementioned changes in capital
structure. Until that time, the Company may be liable to the holders of the NRES
Common Stock issued in excess of the authorized amount. The Company also
believes the issuance of Class A common stock to Christopher Astrom was not
authorized as an amendment to the Company's Articles of Incorporation was never
filed with the Secretary of State of the State of Nevada. The Company believes

                                       10
<PAGE>
the recipient of the unauthorized shares, Christopher Astrom, may have a claim
against the Company for damages, but it is unlikely that Christopher Astrom will
file a claim against the Company as he is an officer, director and principal
shareholder of the Company. Also, as discussed below, the Company's board of
directors and the holders of a majority of its validly issued shares intend to
authorize the creation of Class A common stock and issue shares to Christopher
Astrom.

         It has come to the Company's attention that, as a result of the
conversion of the debentures issued by the Company into NRES Common Stock,
coupled with the decrease in the trading price of NRES Common Stock, investors
were entitled to more shares of NRES Common Stock than is authorized under the
Company's Articles of Incorporation. As a result, as of August 10, 2004, the
Company has 1,938,566,046 shares of NRES Common Stock issued, which exceeds the
number of shares authorized. As stated above, the Company believes the holders
of a majority of the Company's validly issued and outstanding shares and the
board of directors can cure and ratify the overissuances of stock. If this
cannot be accomplished, the Company may be liable to the holders of the NRES
Common Stock issued in excess of the authorized amount in an amount equal to
1,937,566,046 shares (the number of shares issued in excess of the amount
authorized) multiplied by the price each such share was issued for (which ranged
from approximately $.0001 to $5.4 per share). These holders can demand the
issuance of the shares in excess of the Company's authorized amount be
rescinded, causing the Company to purchase the shares at the price at which they
were sold. The overissuance, together with the Company's inability to increase
its authorized number of shares, has eliminated the Company's ability to raise
capital through issuances of publicly registered securities. The Company
believes it will not be able to continue trading NRES Common Stock or increase
its capital resources through selling publicly registered securities until the
overissuance is cured and the Company increases the authorized number of shares
of NRES Common Stock. The Company's officers and directors may have also
violated their fiduciary duties to the Company by permitting the Company to
issue shares in excess of its authorized amount and by not having sufficient
shares available upon the conversion of the debentures issued by the Company.

         THE COMPANY HAS VIOLATED SECTION 5 OF THE SECURITIES ACT.

         Section 5 of the Securities Act prohibits the public sale of securities
absent an effective registration statement being filed with the SEC, unless an
exemption from registration applies. All shares of NRES Common Stock issued upon
conversion of the NRES Debentures were sold by holders of the NRES Debentures
following conversion. This occurred during the period beginning on May 16, 2001
and ending on July 13, 2001 for the NRES Connecticut Debentures and beginning on
November 5, 2001 and ending on August 2, 2002 for the NRES DC Power Debentures.
In October of 2000, the Company issued debentures pursuant to a merger with 2217
Acquisition Inc., a Nevada corporation. These debentures were also converted
into NRES Common Stock. These transactions were performed in a manner thought to
be exempt from the registration requirements of Section 5 of the Securities Act.
However, the requirements of the exemptions relied on do not appear to have been
satisfied.

         As of the date of this report, the Company has not received $540,000 in
additional proceeds from the sale of the NRES DC Power Debentures and has
$199,202 in NRES DC Power Debentures outstanding. The Company has no plans to
issue additional NRES Debentures for any amounts not yet received and has no
plans to permit outstanding NRES Debentures to be converted.

                                      11
<PAGE>
         THE COMPANY MAY HAVE VIOLATED THE FEDERAL PROXY RULES

         At the time of its incorporation, the Company had 1 million shares of
its common stock authorized. Since that time, the Company believed it had
effected the 1994 Stock Split, the 1999 Reverse Stock Split, the 40 Million
Share Increase, the 250 Million Share Increase, the 750 Million Share Increase
and the 1.5 Billion Share Increase. These changes in capital structure appear to
have not been validly adopted by the Company's board of directors, approved by
the Company's shareholders or filed with the Secretary of State of the State of
Nevada, as required by the laws of the State of Nevada. The Company may have
violated the federal proxy rules by either (i) not obtaining the requisite
shareholder approval to effect these changes or (ii) not providing shareholders
with an Information Statement on Schedule 14C. As such, it appears the Company
has only 1 million shares of NRES Common Stock authorized. Until the Company's
board of directors and shareholders cure and ratify the overissuances of stock,
the 40 Million Share Increase, the 250 Million Share Increase, the 750 Million
Share Increase and the 1.5 Billion Share Increase and comply with the federal
proxy rules in doing so by properly obtaining shareholder approval, the Company
may be liable to the holders of the NRES Common Stock issued in excess of the
authorized amount. The Company still may be subject to an enforcement action for
possible violations of this and other provisions of the federal securities laws.

         THE COMPANY MAY NOT BE ABLE TO RAISE ADDITIONAL CAPITAL

         On December 6, 2001, the Company filed an Information Statement on
Schedule 14C with the SEC to increase the number of shares of authorized NRES
Common Stock from 1.5 billion shares to 5 billion shares, among other things.
The Company plans to seek stockholder approval to cure and ratify the Capital
Changes and provide a related information statement on Schedule 14C to its
stockholders shortly after the Company is satisfied it has resolved any of the
SEC's comments. Pending resolution of this matter, the Company will not be able
to realize any proceeds from the sale of the NRES Debentures, other debt, or
equity (other than proceeds from mortgages on properties). Even if the Company
were able to increase its authorized capital, there can be no assurance that the
Company will be able to raise additional capital on a debt or equity basis, or
to obtain mortgage financing, to complete any of its projects under development
(should they be completed), or land purchased for resale or development at a
profit.

         THE COMPANY IS IN DEFAULT OF THE NRES DEBENTURES

         The Company is in default under the terms of the NRES Debentures
because, among other things, the Company has no plans to register additional
NRES Common Stock to be issued upon conversion of the NRES Debentures that are
currently outstanding and has no plans to complete the issuance of the NRES
Debentures. Given the foregoing, the Company could face litigation by the
holders of the NRES Debentures seeking to enforce the Company's obligations
thereunder. This would likely have a substantial negative effect on the
Company's capital resources and would also negatively affect the Company's
liquidity. The Company is currently working with the holders to reach a mutually
satisfactory resolution.







                                       12
<PAGE>
OTHER RISKS

         THE COMPANY'S STOCK PRICE HAS DECLINED SIGNIFICANTLY AND MAY NOT
         RECOVER

         The trading price of NRES Common Stock has declined significantly since
approximately October 2001. The market for NRES Common Stock is essentially
non-existent and there can be no assurance of a change in the immediate future.

         RISKS RELATED TO REAL ESTATE AND RELATED INVESTMENTS

         The Company is subject to the risks associated with ownership,
operation and financing of real estate. These risks include, but are not limited
to, liability for environmental hazards, changes in general or local economic
conditions, changes in interest rates and the availability of construction and
permanent mortgage financing which may render the acquisition, sale or
refinancing of a property difficult or unattractive and which may make debt
service burdensome, changes in real estate and zoning laws, bonding
requirements, permitting requirements, changes in income taxes, real estate
taxes or federal or local economic or rent controls, floods, earthquakes and
other acts of nature and other factors beyond the Company's control. The
illiquidity of real estate investments generally may impair the Company's
ability to respond promptly to changing circumstances.

         Under federal, state and local environmental laws, ordinances and
regulations, the Company may be liable for removal or remediation costs, as well
as other costs (such as fines or injuries to persons and property) where its
employees may have arranged for removal, disposal or treatment of hazardous or
toxic substances. In addition, environmental laws impose liability for release
of asbestos-containing materials into the air, and third parties can seek
recovery from the Company for personal injury associated with those materials.

ITEM 2.  PROPERTIES

         As of September 30, 2003 the only real property owned by the Company is
the Bay Harbor Property and the Barcelona property. The Company subsequently
disposed of the Barcelona property. For a discussion of the Company's
properties, see "Item 1 - Business" under the subheading "Current Operations".


         OUTSTANDING MORTGAGES

         As of September 30, 2003, the Company had six mortgages outstanding on
its properties. The balance due at maturity as of September 30, 2003 and
interest rate provisions of each of these mortgages is set forth below:

         Note payable with a bank with interest at the    25,744
         bank's prime rate secured by the Company's
         assets and guaranteed by an officer of the
         Company.

         Note payable with a bank, bearing interest at   506,785
         9.50%, secured by real estate and due August
         2, 2001, which at that time was refinanced
         with another bank and the due date was
         extended.

         Second mortgage with a bank, with interest at   275,000
         9.50%, secured by real estate and due in 2004

         Third mortgage with a bank, with interest at    290,000
         9.50%, secured by real estate and due in 2004

                                       13
<PAGE>
         Second mortgage with a bank, with interest at   232,492
         9.50%, secured by real estate and due in 2004

         Construction note payable with a bank,          600,000
         bearing interest at prime plus 1.5%, payable
         monthly, and due upon the sale of the
         underlying real estate or 36 January 1, 2003.
         The note is secured by the real estate.


ITEM 3.  LEGAL PROCEEDINGS

         On August 2, 2002, Encore Builders filed suit against Conquistador
Plaza, a subsidiary of the Company, in the Circuit Court of the Eleventh
Judicial Circuit in Miami-Dade County, Florida seeking foreclosure of a
mechanic's lien with respect to the Conquistador Plaza development. Conquistador
Plaza retained Encore Builders to construct the Conquistador Plaza development.
Encore Builders asserted Conquistador Plaza breached the January 30, 2001
construction contract between Encore Builders and Conquistador Plaza. Encore
Builders asserted that $504,076.03 is due from Conquistador Plaza, Inc. and is
seeking damages with interest, costs and attorneys fees. Encore Builders was
bonded by Mountbatten Surety Company, Inc. On August 26, 2003, the parties
stipulated for a full settlement of all claims that existed amongst them. As
part of the settlement, $55,000 was to be paid for the benefit of Encore
Builders and $50,000 was to be paid to Mountbatten Surety Company, Inc.

         On December 13, 2002, the Company filed an Amended Complaint against
the Town of Bay Harbor Islands and the Director of the Town of Bay Harbor
Islands, Building and Zoning Department in the Circuit Court of the 11th
Judicial Circuit for Miami-Dade County, Florida regarding (i) an application by
the Company for zoning approval for a planned residential development overlay
district and (ii) approval from the Town of Bay Harbor for the development of
the Residences at Bay Harbor. Subsequent to the filing of this case, the Company
filed a related complaint in the United States District Court for the Southern
District of Florida. The federal claim was dismissed with prejudice on May 20,
2003. In July 2003 the Company filed a Second Amended Complaint amending its
complaint to add state law counts that were previously asserted by the Company
in its federal complaint. On June 30, 2004, the Circuit Court granted the Town
of Bay Harbor Island's summary judgment motion. As a result, the Company does
not expect its pending disposition of Bay Harbor to close as the acquisition
transaction was conditional upon the Company receiving a building permit for 60
units, which it no longer expects to obtain. The Company management team is
currently exploring the Company's options with respect to the Bay Harbor
property, and has not entered into any additional definitive agreements.

         In the ordinary course of business, the Company and its subsidiaries
are involved in legal proceedings incidental to their operations. The Company
and its subsidiaries are not currently involved in any legal proceedings that
management believes would have a material adverse effect on the operations or
financial condition of the Company and its subsidiaries taken as a whole. See,
however, the discussion under Item 1, "Business," under the subheading,
"Operating History", with respect to the foreclosure proceedings on the
Company's Conquistador Plaza project.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         Not applicable.



                                       14
<PAGE>
                                     PART II

ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

MARKET PRICE OF NRES COMMON STOCK

         NRES Common Stock is quoted on The Over the Counter Bulletin Board
under the symbol NRES.PK. While it appears there is no market for NRES Common
Stock, the Company has set forth in the table below the high and low closing bid
prices per share of NRES Common Stock as reported on The Over the Counter
Bulletin Board during the fiscal years ended September 30, 2002 and 2003. The
last reported bid price on The Over the Counter Bulletin Board for NRES Common
Stock was $0.000 on October 27, 2004.

                                                      HIGH       LOW

         2002(1)
         First Quarter.............................  $0.002     $0.000
         Second Quarter............................  $0.001     $0.000
         Third Quarter.............................  $0.000     $0.000
         Fourth Quarter............................  $0.000     $0.000

         2003(1)
         First Quarter............................. $0.000     $0.000
         Second Quarter............................ $0.009     $0.000
         Third Quarter............................. $0.000     $0.000
         Fourth Quarter............................ $0.001     $0.000

         -----------
         (1)  Source:  IDD Information Services, Tradeline

         HOLDERS

         As of October 27, 2004, there were approximately 594 holders of
record of NRES Common Stock.

         DIVIDEND POLICY

         The Company has never declared or paid any cash dividends on its
capital stock. The Company currently intends to retain future earnings, if any,
in the foreseeable future.

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

         THE FOLLOWING DISCUSSION SHOULD BE READ IN CONJUNCTION WITH THE
COMPANY'S FINANCIAL STATEMENTS AND NOTES TO THOSE STATEMENTS AND OTHER FINANCIAL
INFORMATION APPEARING ELSEWHERE IN THIS REPORT.

                                       15
<PAGE>
INTRODUCTION


         As of September 30, 2003, the Company had two major assets, the
Barcelona Apartments and the Residences at Bay Harbor. The Company subsequently
disposed of its Barcelona properety. These properties are described in greater
detail in the section entitled "Item 1. Business". Revenues for the Company's
fiscal year ended September 30, 2004 were almost solely generated from the sale
of properties held in the Company's portfolio. The Company does not expect to
generate additional revenues other than from the sale of the remaining
property and from its newly commenced lending business.


RESULTS OF OPERATIONS

         The following is a discussion of the consolidated financial condition
and results of operations of the Company for the fiscal years ended September
30, 2003 and 2002, which should be read in conjunction with, and is qualified in
its entirety by, the consolidated financial statements and notes thereto
included elsewhere in this report.

         For the year ended September 30, 2003, the Company incurred net loss of
$2,135,936, compared to net loss of $347,513 for the comparable 2002 period. The
net loss in 2003 is primarily attributable to increased costs and time relating
to the sale of the Company's real property.

RESULTS OF OPERATIONS FOR THE YEARS ENDED SEPTEMBER 30, 2003 AND SEPTEMBER 30,
2002

REVENUES

         Total revenues for the year ended September 30, 2003 increased to
$5,665,805, as compared to $3,202,283 for the year ended September 30, 2002. The
primary source of revenues for the year ended September 30, 2003 was the sale of
the Company's two larger properties

         During the period in which the Company had engaged in construction
operations, the Company capitalized direct construction costs. The capitalized
costs are recorded by project on the Company's balance sheet as an inventory
item. When the project is sold, the inventory is relieved and charged to cost of
sales. For the year ended September 30, 2003, the Company was in the process of
selling projects and properties, and, as such, more costs were moved from
inventory to cost of sales. Additionally, the Company was forced to increase
spending to complete construction.

OPERATING EXPENSES

         MANAGEMENT FEES

         Management fees for the year ended September 30, 2002 totaled $293,102
and the Company reported $0 in management fees for the year ended September 30,
2003. This change in management fees is solely due to the Company charging off
loans made to officers and treating them as compensation in 2002.





                                       16
<PAGE>
         PROFESSIONAL FEES AND COMPENSATION EXPENSES

         Professional fees and compensation expenses for the year ended
September 30, 2003 totaled $746,133 compared to $734,562 for the year ended
September 30, 2002. This $11,571 increase is primarily related to legal fees and
compensation related to bringing the Company into compliance with state
corporate law and the federal securities laws.

         TRAVEL AND AUTOMOBILE EXPENSES

         Travel and automobile expenses for the year ended September 30, 2003
totaled $69,119 compared to $76,443 for the year ended September 30, 2002. This
10% decrease is primarily due to the Company's disposition of real property.
Because the Company's portfolio decreased, management was required to travel to
property locations less frequently.

         OFFICE EXPENSES

         Office expenses decreased from $36,410 to $24,913 from the year ended
September 30, 2002 to the year ended September 30, 2003. This 32% decrease is
primarily due to a Company-wide reduction and streamlining of overhead costs.

         COST OF SALES

         During the period in which the Company had engaged in construction
operations, the Company capitalized direct construction costs. The capitalized
costs are recorded by project on the Company's balance sheet as an inventory
item. When the project is sold, the inventory is relieved and charged to cost of
sales. For the year ended September 30, 2003, the Company was in the process of
selling projects and properties, and, as such, more costs were moved from
inventory to cost of sales. Additionally, the Company was forced to increase
spending to complete construction.

MISCELLANEOUS

         Miscellaneous expenses decreased from $46,433 to $16,263 from the year
ended September 30, 2002 to the year ended September 30, 2003. This 65% decrease
is also attributable to an overall reduction and streamlining of general
overhead costs.

DEPRECIATION AND AMORTIZATION

         Depreciation and amortization for the year ended September 30, 2003
totaled $28,853 as compared to $2,128 for the year ended September 30, 2002. The
reason for this 831% increase is the Company's recognition of a full year of
assets acquired in the Company's 2002 fiscal year.

OTHER INCOME (EXPENSE)

         Other income (expense) for the year ended September 30, 2002, was an
expense of $344,091, which decreased to an expense of $17,181 for the year ended
September 30, 2003. The reason for this decrease is that for purposes of
clarity, the Company determined to break out and isolate certain expenses in the
Company's statement of operations for the year ended September 30, 2003 and
2002. The Company does not consider expenses such as amortization of discount on
debenture conversions and unrealized losses on securities as the Company's
operating expenses.

                                       17
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES

         To date, the Company has financed its operations primarily through
mortgage debt and the issuance of the NRES Debentures. At September 30, 2003,
the Company had $794,715 in cash and cash equivalents, an increase of $313,106
from September 30, 2002. This increase in cash and cash equivalents is
attributable to the disposition of the Company's real property. The Company made
no acquisitions of real estate holdings in the year ended September 30, 2003,
compared to real estate acquisitions of $1,124,146 in the comparable 2002
period. The Company has no plans to issue additional NRES Debentures for any
amounts not yet received and has no plans to permit outstanding NRES Debentures
to be converted.

         The Company used $506,135 in investing activities for the year ended
September 30, 2002, as compared to $352,500 earned in the year ended September
30, 2003. Net cash provided by financing activities was $1,293,295 for the year
ended September 30, 2002, as compared to $3,892,246 used in the year ended
September 30, 2003. This decrease in net cash used in financing activities is
attributable to the Company's repayment of mortgage debt upon the disposition of
real property.

         The Company had $3,852,852 in cash flow from operating activities for
the year ended September 30, 2003 as compared to $386,315 used for the year
ended September 30, 2002. This increase in cash flow from operating activities
is primarily due to the Company's divestiture of its real estate holdings.

         The Company had stockholders' deficit of $2,725,402 at September 30,
2003. The Company's determination that it has issued shares in excess of its
authorized amount resulted in the Company's determination to continue to
classify all shares issued in excess of 1 million as temporary equity.

         The Company believes that through its operations as a mortgage lender
and the sale of property owned by it, it has sufficient cash resources to
maintain operations for a period of at least 12 months. However, although the
Company believes it has sufficient cash resources to maintain operations for at
least 12 months, because the Company recently began its lending operations and
only holds one property, there can be no assurance that such funds will actually
be liquid and available. See "Outlook", below for a discussion on possible
limits on the Company's ability to raise capital. Cash requirements will largely
depend upon the availability of real estate acquisition opportunities, the costs
to continue funding its real estate development projects and costs related to
its lending operations.

         The Company's ability to rely on exemptions from the registration
requirements of Section 5 of the Securities Act relating to the issuance,
exchange and conversion of the debentures has been called into question. It
appears the Company may have violated Section 5. The ramifications of this may
entail a possible rescission offer to the stockholders affected within the past
year. Section 13 of the Securities Act provides that no action shall be
maintained for offering or selling securities in violation of Section 5 unless
that action is brought within one year of the date of the violation. One year
has passed from the initial placement of the NRES Debentures and from the
conversion of the NRES Debentures issued. As of the date of this report, there
have been no actions filed against the Company based upon a violation of Section
5. Because the statute of limitations has run, it is unlikely that these holders
of NRES Common Stock will file an action against the Company. However, any such
action maintained against the Company could have a substantial impact on the
Company's liquidity. As such, the Company could not afford to offer rescission.

                                       18
<PAGE>
If a court were to determine that rescission rights existed, the Company might
be compelled to seek bankruptcy protection.

OUTLOOK

         The Company invested substantial funds in its previous projects, but
only realized material profits from these projects upon the sale of the real
estate. While the Company entered into agreements to sell its remaining
property, it cannot guarantee these transactions will close or that the two
sales will occur in a timely fashion. If the Company is unable to close its
disposition transactions on this property, the Company may not be able to
realize additional revenues. Further, the Company faces litigation with respect
to the Conquistador Plaza project resulting from the termination of the
project's contractor, a former subsidiary of the Company whose president was a
director of the Company. See "Item 3 - Legal Proceedings." The Company estimates
the general overhead costs necessary to sustain its existence (excluding
expenses related to its remaining real estate property and newly commenced
mortgage business) to be $65,000 per month.

         Currently, the Company is using its available cash on hand as resources
to begin its mortgage business. Much of these funds were derived from the
Company's recent sales of its real property holdings. Shortly after the Company
files a definitive information statement on Schedule 14C with the SEC to effect
and ratify certain changes to its capital structure, and effects these changes,
the Company intends to enter into a financing agreement with an as of yet
unidentified third party to generate cash to broaden its mortgage lending
business. The Company currently has no third party funding source for loans it
originates. The Company intends both to originate and service loans.

         At the time of its incorporation, the Company had 1 million shares of
its common stock authorized. Since that time, the Company believed it had
effected the 1994 Stock Split, the 1999 Reverse Stock Split, the 40 Million
Share Increase, the 250 Million Share Increase, the 750 Million Share Increase
and the 1.5 Billion Share Increase. These changes in capital structure appear to
have not been validly adopted by the Company's board of directors, approved by
the Company's shareholders or filed with the Secretary of State of the State of
Nevada, as required by the laws of the State of Nevada. As such, it appears the
Company currently has only 1 million shares of NRES Common Stock authorized, and
the majority of the validly issued shares are held by Richard and Pamela Astrom
as tenants by the entireties. The Company believes a majority of the Company's
validly issued and outstanding shares and the board of directors can cure and
ratify the overissuances of stock and the aforementioned changes in capital
structure. Until that time, the Company may be liable to the holders of the NRES
Common Stock issued in excess of the authorized amount. The Company also
believes the issuance of Class A common stock to Christopher Astrom was not
authorized as an amendment to the Company's Articles of Incorporation was never
filed with the Secretary of State of the State of Nevada. The Company believes
the recipient of the unauthorized shares, Christopher Astrom, may have a claim
against the Company for damages, but it is unlikely that Christopher Astrom will
file a claim against the Company as he is an officer, director and principal
shareholder of the Company. Also, as discussed below, the Company's board of
directors and the holders of a majority of its validly issued shares intend to
authorize the creation of Class A common stock and issue shares to Christopher
Astrom.

         It has come to the Company's attention that, as a result of the
conversion of the debentures issued by the Company into NRES Common Stock,

                                       19
<PAGE>
coupled with the decrease in the trading price of NRES Common Stock, investors
were entitled to more shares of NRES Common Stock than is authorized under the
Company's Articles of Incorporation. As a result, the Company has 1,938,566,046
shares of NRES Common Stock issued, which exceeds the number of shares
authorized. As stated above, the Company believes the holders of a majority of
the Company's validly issued and outstanding shares and the board of directors
can cure and ratify the overissuances of stock. If this cannot be accomplished,
the Company may be liable to the holders of the NRES Common Stock issued in
excess of the authorized amount in an amount equal to 1,937,566,046 shares (the
number of shares issued in excess of the amount authorized) multiplied by the
price each such share was issued for (which ranged from approximately $.0001 to
$5.4 per share). The overissuance, together with the Company's inability to
increase its authorized number of shares, has eliminated the Company's ability
to raise capital through issuances of publicly registered securities. The
Company believes it will not be able to continue trading NRES Common Stock or
increase its capital resources through selling publicly registered securities
until the overissuance is cured and the Company increases the authorized number
of shares of NRES Common Stock. The Company's officers and directors may have
also violated their fiduciary duties to the Company by permitting the Company to
issue shares in excess of its authorized amount and by not having sufficient
shares available upon the conversion of the debentures issued by the Company.


         Section 5 of the Securities Act prohibits the public sale of securities
absent an effective registration statement being filed with the SEC, unless an
exemption from registration applies. All shares of NRES Common Stock issued upon
conversion of the NRES Debentures were sold by holders of the NRES Debentures
following conversion. This occurred during the period beginning on May 16, 2001
and ending on July 13, 2001 for the NRES Connecticut Debentures and beginning on
November 5, 2001 and ending on August 2, 2002 for the NRES DC Power Debentures.
In October of 2000, the Company issued debentures pursuant to a merger with 2217
Acquisition Inc., a Nevada corporation. These debentures were also converted
into NRES Common Stock. These transactions were performed in a manner thought to
be exempt from the registration requirements of Section 5 of the Securities Act.
However, the requirements of the exemptions relied on do not appear to have been
satisfied. As of the date of this report, the Company has not received $540,000
in additional proceeds from the sale of the NRES DC Power Debentures and has
$199,202 in NRES DC Power Debentures outstanding. The Company has no plans to
issue additional NRES Debentures for any amounts not yet received and has no
plans to permit outstanding NRES Debentures to be converted.


         The Company may also have violated the federal proxy rules by either
(i) not obtaining the requisite shareholder approval to effect the changes in
capital structure described above or (ii) not providing shareholders with an
Information Statement on Schedule 14C. As such, it appears the Company has only
1 million shares of NRES Common Stock authorized. Until the Company's board of
directors and shareholders cure and ratify the overissuances of stock, the 40
Million Share Increase, the 250 Million Share Increase, the 750 Million Share
Increase and the 1.5 Billion Share Increase and comply with the federal proxy
rules in doing so by properly obtaining shareholder approval, the Company may be
liable to the holders of the NRES Common Stock issued in excess of the
authorized amount. These holders can demand the issuance of the shares in excess
of the Company's authorized amount be rescinded, causing the Company to purchase
the shares at the price at which they were sold. The Company still may be
subject to an enforcement action for possible violations of this and other
provisions of the federal securities laws.

                                       20
<PAGE>
         The Company's ability to meet its continuing operating expenses largely
depends on its ability to continue to raise capital (i) through the sale of debt
or equity, (ii) through construction and permanent mortgage financing, (iii)
through the completion and sale, or sale prior to completion, of the Company's
real estate projects, (iv) through the sale of land purchased, but not
developed, by the Company and (v) through operations as a mortgage lender. In
the likely event the Company is forced to sell its remaining property prior to
completion or the time such property appreciates substantially, should such
increase occur, the Company's profit, if any, from its real estate activities
would be materially adversely affected. There can be no assurance the Company
will be able to raise additional capital on a debt or equity basis, or obtain
mortgage financing, complete any of its projects under development, or sell any
completed development projects (should they be completed) or land purchased for
resale or development at a profit.

CRITICAL ACCOUNTING ESTIMATES

         The Company's discussion and analysis of its financial condition is
based on the Company's consolidated financial statements, which have been
prepared in accordance with accounting principles generally accepted in the
United States. Given the limited nature of the Company's business, it is
generally not required to make critical accounting estimates.

OFF-BALANCE SHEET ARRANGEMENTS

         The Company has no off-balance sheet arrangements and has not entered
into any transactions involving unconsolidated, limited purpose entities or
commodities contracts.





























                                       21
<PAGE>
ITEM 7.  FINANCIAL STATEMENTS

                        BAGELL, JOSEPHS & COMPANY, L.L.C.
                          Certified Public Accountants
                               High Ridge Commons
                                 Suites 400-403
                           200 Haddonfield Berlin Road
                           Gibbsboro, New Jersey 08026
                        (856) 346-2828 Fax (856) 346-2882

               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

To the Stockholders of
National Residential Properties, Inc. and Subsidiaries
Coral Gables,  Florida

We have audited the accompanying consolidated balance sheets of National
Residential Properties, Inc. and Subsidiaries (the "Company") as of September
30, 2003 and 2002 and the related consolidated statements of operations, changes
in stockholders' equity (deficit), changes in temporary equity, and cash flows
for the years then ended. These consolidated financial statements are the
responsibility of management. Our responsibility is to express an opinion on
these consolidated financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audits to obtain reasonable assurance about whether the consolidated
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the consolidated financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall consolidated financial statement presentation. We
believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of
National Residential Properties, Inc. and Subsidiaries as of September 30, 2003
and 2002, and the consolidated results of its operations, changes in
stockholders' equity (deficit), changes in temporary equity, and cash flows for
the years then ended in conformity with accounting principles generally accepted
in the United States of America.

BAGELL, JOSEPHS & COMPANY, L.L.C.
BAGELL, JOSEPHS & COMPANY, L.L.C.
Gibbsboro, New Jersey
November 19, 2003

       MEMBER OF:       AMERICAN INSTITUTE OF CERTIFIED PUBLIC ACCOUNTANTS
                        NEW JERSEY SOCIETY OF CERTIFIED PUBLIC ACCOUNTANTS
                        PENNSYLVANIA INSTITUTE OF CERTIFIED PUBLIC ACCOUNTANTS
                        NEW YORK STATE SOCIETY OF CERTIFIED PUBLIC ACCOUNTANTS








                                       22
<PAGE>
             NATIONAL RESIDENTIAL PROPERTIES, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                           SEPTEMBER 30, 2003 AND 2002

                                     ASSETS


                                                         2003            2002
                                                  --------------  --------------
   Cash and cash equivalents                           $794,715       $481,609
   Inventory - real estate holdings                   2,972,420      8,923,638
   Fixed assets, net of depreciation                     31,531         41,184
   Loan origination fees, net                            70,633              -
   Loan receivable - Others                                   -        312,778
   Mortgage receivable and other                         33,636         75,010
   Investment securities                                  2,523          2,523
   Deposits                                               8,725          6,725
                                                  --------------  --------------

TOTAL ASSETS                                         $3,914,183     $9,843,467
                                                  ==============  ==============


        LIABILITIES, TEMPORARY EQUITY AND STOCKHOLDERS' EQUITY (DEFICIT)


                                                         2003            2002
                                                  --------------  --------------
LIABILITIES
   Accounts payable and accrued expenses                $92,424        $81,707
   Debentures payable                                   199,202        199,202
   Notes and mortgages payable                        1,930,021      5,734,086
                                                  --------------  --------------

     TOTAL LIABILITIES                                2,221,647      6,014,995
                                                  --------------  --------------

TEMPORARY EQUITY                                      4,417,938      4,417,938
                                                  --------------  --------------

STOCKHOLDERS' EQUITY (DEFICIT)
   Common Stock, $.001 Par Value; 1,000,000 shares
        authorized and 1,000,000 shares issued and
        outstanding, respectively                         1,000          1,000
   Common Stock Class A Voting, $.001 Par Value;
        0 shares authorized and 0 shares issued and
        outstanding                                           -              -
   Additional Paid-in Capital                         3,606,580      3,606,580
   Deficit                                          (6,332,982)    (4,197,046)
                                                  --------------  --------------

     TOTAL STOCKHOLDERS' EQUITY (DEFICIT)           (2,725,402)      (589,466)
                                                  --------------  --------------

TOTAL LIABILITIES, TEMPORARY EQUITY AND
        STOCKHOLDERS' EQUITY (DEFICIT)               $3,914,183     $9,843,467
                                                  ==============  ==============

   The accompanying notes are an integral part of the consolidated financial
                                   statements.
                                       23
<PAGE>
             NATIONAL RESIDENTIAL PROPERTIES, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                 FOR THE YEARS ENDED SEPTEMBER 30, 2003 AND 2002


                                                     2003              2002
                                                ---------------  ---------------
OPERATING REVENUES
   Revenue                                          $5,665,805       $3,202,283

COST OF SALES                                        6,861,460        1,937,011
                                                ---------------  ---------------

GROSS PROFIT (LOSS)                                 (1,195,655)       1,265,272
                                                ---------------  ---------------
OPERATING EXPENSES
   Management fees                                           -          293,102
   Professional fees and compensation expenses         746,133          734,562
   Advertising                                           3,865            3,258
   Travel and automobile expenses                       69,119           76,443
   Telephone and utilities                              10,442            9,902
   Real estate taxes and property maintenance           23,512           22,434
   Office expenses                                      24,913           36,410
   Miscellaneous                                        16,263           46,433
   Depreciation and amortization                        28,853            2,128
   Loss on sale of property                                  -          (44,022)
                                                ---------------  ---------------

     TOTAL OPERATING EXPENSES                          923,100        1,180,650
                                                ---------------  ---------------


INCOME (LOSS) BEFORE OTHER INCOME (EXPENSE)         (2,118,755)          40,600

OTHER INCOME (EXPENSE)
   Amortization of discount on debenture conversions         -         (100,480)
   Unrealized loss on investment securities                  -         (224,547)
   Interest expense                                    (17,794)         (22,814)
   Interest income                                         613            3,750
                                                ---------------  ---------------
     TOTAL OTHER INCOME (EXPENSE)                      (17,181)        (344,091)
                                                ---------------  ---------------

NET LOSS BEFORE PROVISION FOR INCOME TAXES         $(2,135,936)       $(347,513)
PROVISION FOR INCOME TAXES                                   -                -
                                                ---------------  ---------------

NET LOSS APPLICABLE TO COMMON SHARES               $(2,135,936)       $(347,513)
                                                ===============  ===============

NET LOSS PER BASIC AND DILUTED SHARES                   $(2.14)          $(0.35)
                                                ===============  ===============
WEIGHTED AVERAGE NUMBER OF COMMON SHARES
   OUTSTANDING                                       1,000,000        1,000,000
                                                ===============  ===============

   The accompanying notes are an integral part of the consolidated financial
                                   statements.
                                       24
<PAGE>
             NATIONAL RESIDENTIAL PROPERTIES, INC. AND SUBSIDIARIES
      CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
                 FOR THE YEARS ENDED SEPTEMBER 30, 2003 AND 2002



<TABLE>
<CAPTION>
                                COMMON STOCK       CLASS A COMMON STOCK   ADDITIONAL
                           ---------------------- ----------------------    PAID-IN    ACCUMULATED
                             SHARES      AMOUNT     SHARES      AMOUNT      CAPITAL      DEFICIT       TOTALS
                           ----------  ---------- ----------  ----------  -----------  ------------  ------------
<S>                        <C>           <C>             <C>        <C>   <C>          <C>           <C>
Balance, September 30,
   2001, as restated       1,000,000     $1,000          $-         $-    $3,606,580   $(3,849,533)  $(241,953)
Net loss                           -          -           -          -            -       (347,513)   (347,513)
                           ----------  ---------- ----------  ----------  -----------  ------------  ------------
Balance, September 30,
   2002                    1,000,000      1,000           -          -    3,606,580     (4,197,046)   (589,466)
Net loss                           -          -           -          -            -     (2,135,936)  (2,135,936)
                           ----------  ---------- ----------  ----------  -----------  ------------  ------------
Balance, September 30,
   2003                    1,000,000     $1,000          $-         $-    $3,606,580   $(6,332,982)  $(2,725,402)
                           ==========  ========== ==========  ==========  ===========  ============  ============
</TABLE>



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





























                                       25
<PAGE>
             NATIONAL RESIDENTIAL PROPERTIES, INC. AND SUBSIDIARIES
             CONSOLIDATED STATEMENTS OF CHANGES IN TEMPORARY EQUITY
                 FOR THE YEARS ENDED SEPTEMBER 30, 2003 AND 2002

<TABLE>
<CAPTION>
                                 COMMON STOCK      CLASS A COMMON STOCK                 ADDITIONAL
                           ---------------------- ----------------------                 PAID-IN
                              SHARES       AMOUNT      SHARES      AMOUNT      DISCOUNT     CAPITAL        TOTALS
                           ------------- ----------  ----------  ----------  -----------  ------------  ------------
<S>                        <C>           <C>         <C>             <C>       <C>          <C>           <C>
Balance, September 30,     1,094,300,351 $1,094,299  $1,000,000      $1,000    $      -     $2,831,748    $3,927,047
2001, as restated
Common stock issued for      843,265,695    843,267           -           -    (687,311)       334,935       490,891
debt conversion,
interest expense and
discount on convertible
debentures for quarter
ended December 31, 2001
Balance, September 30,     1,937,566,046  1,937,566   1,000,000       1,000    (687,311)     3,166,683     4,417,938
2002
No activity                          -           -           -           -           -              -             -
Balance, September 30,     1,937,566,046 $1,937,566   1,000,000      $1,000   $(687,311)    $3,166,683    $4,417,938
2003
</TABLE>

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































                                       26
<PAGE>
             NATIONAL RESIDENTIAL PROPERTIES, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                 FOR THE YEARS ENDED SEPTEMBER 30, 2003 AND 2002


<TABLE>
<CAPTION>
                                                                            2003          2002
                                                                        ------------  ------------
<S>                                                                     <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES
   Net loss                                                             $(2,135,936)    $(347,513)

ADJUSTMENTS TO RECONCILE NET LOSS TO NET CASH PROVIDED BY (USED IN)
   OPERATING ACTIVITIES:
   Amortization of discount on convertible debentures                             -       100,480
   Depreciation and amortization                                             28,853         2,128
   Loss on sale of property                                                       -        44,022
   Unrealized loss on investment securities                                       -       224,547
   Management compensation                                                        -       359,760

CHANGES IN ASSETS AND LIABILITIES
   (Increase) decrease in inventory - real estate holdings                5,951,218    (1,124,146)
   Decrease in prepaid expenses and other assets                                  -       293,102
   (Increase) in deposits                                                    (2,000)       (1,350)
   Increase in accounts payable and accrued expenses                         10,717        62,655
                                                                        ------------  ------------
     Total adjustments                                                    5,988,788       (38,802)
                                                                        ------------  ------------

NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES                       3,852,852      (386,315)
                                                                        ------------  ------------

CASH FLOWS FROM INVESTING ACTIVITIES
   (Acquisition) disposal of fixed assets - net                              (1,652)      (31,509)
   Loans to officers, net                                                         -      (145,663)
   Loans to/from others                                                     312,778      (312,778)
   (Increase) decrease in mortgage and notes receivable                      41,374       (16,185)
                                                                        ------------  ------------

NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES                         352,500      (506,135)
                                                                        ============  ============
</TABLE>



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











                                       27
<PAGE>
             NATIONAL RESIDENTIAL PROPERTIES, INC. AND SUBSIDIARIES
                CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
                 FOR THE YEARS ENDED SEPTEMBER 30, 2003 AND 2002

<TABLE>
<CAPTION>
                                                                            2003          2002
                                                                        ------------  ------------
<S>                                                                     <C>           <C>
CASH FLOWS FROM FINANCING ACTIVITIES
   Proceeds from debentures and common stock issuances, net             $         -   $   360,000
   Net change in temporary equity                                                 -       155,956
   Payment of loan origination costs                                        (88,181)            -
   Net change in notes and mortgages payable                             (3,804,065)      777,339
                                                                        ------------  ------------
     NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES                 (3,892,246)    1,293,295

NET INCREASE IN CASH AND CASH EQUIVALENTS                                   313,106       400,845

CASH AND CASH EQUIVALENTS - BEGINNING OF YEAR                               481,609        80,764

CASH AND CASH EQUIVALENTS - END OF YEAR                                 $   794,715   $   481,609

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

CASH PAID DURING THE YEAR FOR:
   Interest expense                                                     $     1,851   $         -

SUPPLEMENTAL DISCLOSURE OF NONCASH ACTIVITIES:
   Issuance of common stock for:

   Debt conversions                                                     $         -   $   160,798

   Accounts payable and accrued expenses associated with debentures     $         -   $    73,657

   Amortization of discount on convertible debentures                   $         -   $   100,480

Other:

   Mortgage assumed                                                     $         -   $   315,000

   Investments received                                                 $         -   $   227,070
</TABLE>



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











                                       28
<PAGE>
             NATIONAL RESIDENTIAL PROPERTIES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           SEPTEMBER 30, 2003 AND 2002

NOTE 1 - ORGANIZATION AND BASIS OF PRESENTATION
         --------------------------------------

         National Residential Properties, Inc. (the "Company"), was originally
         incorporated in the State of Nevada on October 18, 1971 under the name
         of Mister Las Vegas, Inc. On December 15, 1994, the Company merged with
         a privately owned company, National Rehab Properties, Inc., a Florida
         corporation formed on October 1, 1993. The surviving Nevada corporation
         changed its name to National Rehab Properties, Inc. and became
         authorized to conduct business in the State of Florida on August 17,
         1995. On October 10, 2000, the Company changed its name to National
         Residential Properties, Inc.

         The Company's business was residential real estate development and
         building construction services. From 1993 to 1999 the Company's
         business concentrated in investing in and revitalizing single family
         homes in established older residential neighborhoods in urban areas.
         The Company bought either single unit vacant properties and built
         single family homes or it bought abandoned homes and completed all
         renovations to the home followed by a sale of the home. During 1999,
         while retaining its efforts in the renovation of urban single family
         homes as one aspect of the business, the Company entered a second phase
         of business, the development, construction and ownership of multifamily
         housing projects. Beginning in the fiscal year ending September 30,
         1999, the Company initiated a program of acquisition of properties
         suitable for development as multifamily housing or multiple unit single
         family development tracts. Since 1999, the Company has purchased four
         tracts with the intention of building from 60 to 72 apartment units on
         each tract and one twenty acre citrus grove for single family home
         development. In April 2000, the Company acquired Encore Services, Inc.
         ("Encore Services").

         On May 4, 2001, the Company's wholly-owned subsidiary, Connecticut
         Acquisition Corp. No. 1 ("Connecticut Acquisition"), entered into a
         joint venture to develop a parcel of land located in Hebron,
         Connecticut (the "Hebron Parcel"), as a senior adult community pursuant
         to a land development agreement with Mr. Nathan Kahn and various
         entities controlled by Mr. Nathan Kahn. The objective of this
         development was to either sell developed lots to builders, or erect
         dwellings themselves.

         Mr. Kahn's entities had obtained options to purchase and develop other
         properties, and the Kahn entities advised that they would need
         additional funding to pay for the expenses in connection with the
         obtaining and maintenance of these options.










                                       29
<PAGE>
             NATIONAL RESIDENTIAL PROPERTIES, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                           SEPTEMBER 30, 2003 AND 2002


NOTE 1 - ORGANIZATION AND BASIS OF PRESENTATION (CONTINUED)
         --------------------------------------------------

         The land development agreement called for Connecticut Acquisition to
         fund the initial costs of acquisition and development, and, after
         deduction of expenses from gross revenues, profits would be divided
         50-50 between the parties.

         In contemplation of the financing of this project, on April 12, 2001,
         Connecticut Acquisition, obtained a loan from accredited investors
         evidenced by its 8% Series A Senior Subordinated Convertible Redeemable
         Debentures due April 13, 2003 (the "Connecticut Acquisition
         Debentures"), which were convertible from time to time into shares of
         Connecticut Acquisition's Class A Common Stock. On May 8, 2001,
         following the acquisition of the Hebron Parcel, Connecticut Acquisition
         was merged into the Company. As a result, all rights and obligations of
         Connecticut Acquisition inured to the benefit of and became binding
         upon the Company. Pursuant to the merger, the Connecticut Acquisition
         Debentures were surrendered and canceled, and new debentures, identical
         to the Connecticut Acquisition Debentures, together with accompanying
         conversion rights into authorized but unissued shares of the Company's
         common stock, par value $.001 per share ("NRES Common Stock"), were
         issued by the Company to the holders of the Connecticut Acquisition
         Debentures.

         Pursuant to an agreement executed on December 26, 2001, made effective
         as of October 31, 2001 and a Statutory Warranty Deed dated October 31,
         2001, the Company sold to Senior Adult Lifestyle, Inc ("Senior Adult
         Lifestyle") a related entity through common corporate officers, all of
         the rights, title and interest in (i) the Hebron Parcel; and (ii)
         contracts to purchase certain parcels of real property in Watertown,
         New Milford, Granley and East Windsor, Connecticut. As additional
         consideration for the conveyance to Senior Adult Lifestyle, the Company
         received on February 1, 2002, 20 million shares of common stock of
         Genesis Capital Corporation of Nevada ("Genesis"), the parent of Senior
         Adult Lifestyles. These shares were based on a value of $0.10 per
         share, the value the stock was trading for in December 2001, for an
         agreed consideration of $2 million. Should the value at the earlier of
         (a) the time the Company sells these shares or (b) the expiration of
         three years from the date of the conveyance fall below $2 million,
         Genesis will be required to issue to the Company, additional shares of
         Genesis Common Stock to make up the difference in value. The value of
         the Genesis Common Stock was $.009 ($180,000) on February 1, 2002.











                                       30
<PAGE>
             NATIONAL RESIDENTIAL PROPERTIES, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                           SEPTEMBER 30, 2003 AND 2002


NOTE 1 - ORGANIZATION AND BASIS OF PRESENTATION (CONTINUED)
         --------------------------------------------------

         On October 17, 2001, the Company's other wholly-owned subsidiary, DC
         Power Products Acquisition Corp, ("DC Power"), obtained a loan from
         accredited investors evidenced by its 8% Series A Senior Subordinated
         Convertible Redeemable Debentures due October 17, 2003 (the "DC Power
         Debentures"), which were convertible from time to time into shares of
         DC Power's common stock. DC Power was merged into the Company on
         November 1, 2001.

         As a result, all rights and obligations inured to the benefit of and
         became binding upon the Company. Pursuant to the merger, the DC Power
         Debentures were surrendered and canceled, and new debentures, identical
         to the DC Power Debentures, together with accompanying conversion
         rights into authorized but unissued shares of NRES Common Stock, were
         issued by the Company to the holders of the DC Power Debentures.

         The Company has restated its audited consolidated financial statements
         for September 30, 2001. The Company adjusted their consolidated
         financial statements for certain expenses not previously recognized
         relating to the amortization of discount on debenture conversions and
         fees and interest associated with the debentures in the amount of
         $1,830,731 that occurred in that fiscal year. There were also
         adjustments made to the statements of operations due to a change in the
         way the Company accounts for its sales of its real estate inventory.
         The changes resulted in an increase in the operating revenues of
         $232,000, an increase in the cost of sales of $200,149 and an increase
         in its gross profit and operating expenses of $31,851 for the year
         ended September 30, 2001. Cumulatively, the Company's accumulated
         deficit increased $1,830,731 to $3,849,533 from $2,108,802 at September
         30, 2001 and the net loss of the Company increased to $2,414,375 from
         $583,644.





















                                       31
<PAGE>
             NATIONAL RESIDENTIAL PROPERTIES, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                           SEPTEMBER 30, 2003 AND 2002


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
         ------------------------------------------

         PRINCIPLES OF CONSOLIDATION
         ---------------------------

         The consolidated financial statements include the accounts of the
         Company and all of its wholly owned subsidiaries. All significant
         intercompany accounts and transactions have been eliminated in
         consolidation.

         USE OF ESTIMATES
         ----------------

         The preparation of financial statements in conformity with accounting
         principles generally accepted in the United States of America requires
         management to make estimates and assumptions that affect the reported
         amounts of assets and liabilities and disclosures of contingent 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.

         REVENUE AND COST RECOGNITION
         ----------------------------


         Sales of real estate are generally recognized under the full accrual
         method when each of the criteria in paragraph 5 of SFAS 66 are met.
         Under that method, gain is not recognized until the collectibility of
         the sales price is reasonably assured and the earnings process is
         virtually complete. When a sale does not meet the requirements for
         income recognition a gain is deferred until those requirements are met.

         The Company recorded the sale of property to Genesis Capital
         Corporation of Nevada under the cost recovery method. When this method
         is used, no profit is recognized on the sales transaction until the
         cost of the property sold is recovered (See Note 1). As such, this
         transaction did not impact the Company's statement of operations for
         any period until the cost of the property was recovered.


         Acquisition and other direct costs and interest are capitalized.
         Capitalized costs are allocated based on the relative sales value of
         each lot. The capitalized costs are charged to earnings when the
         relative revenue is recognized.










                                       32
<PAGE>
             NATIONAL RESIDENTIAL PROPERTIES, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                           SEPTEMBER 30, 2003 AND 2002


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
         ------------------------------------------------------

         CASH AND CASH EQUIVALENTS
         -------------------------

         The Company considers all highly liquid debt instruments and other
         short-term investments with an initial maturity of three months or less
         to be cash equivalents.

         The Company maintains cash and cash equivalent balances at several
         financial institutions which are insured by the Federal Deposit
         Insurance Corporation up to $100,000.

         FIXED ASSETS
         ------------

         Fixed assets are stated at cost. Depreciation is computed primarily
         using the straight-line method over the estimated useful life of the
         assets.

         Equipment and other                          3 to 5 Years
         Vehicle                                        3    Years

         INCOME TAXES
         ------------

         The income tax benefit is computed on the pretax loss based on the
         current tax law. Deferred income taxes are recognized for the tax
         consequences in future years of differences between the tax basis of
         assets and liabilities and their financial reporting amounts at each
         year-end based on enacted tax laws and statutory tax rates.

         ADVERTISING
         -----------

         Costs of advertising are expensed as incurred. Advertising costs were
         $3,865 and $3,258 for the years ended September 30, 2003 and 2002,
         respectively.

         EARNINGS (LOSS) PER SHARE OF COMMON STOCK
         -----------------------------------------

         Historical net income (loss) per common share is computed using the
         weighted average number of common shares outstanding. Diluted earnings
         per share (EPS) includes additional dilution from common stock
         equivalents, such as stock issuable pursuant to the exercise of stock
         options and warrants. Common stock equivalents were not included in the
         computation of diluted earnings per share when the Company reported a
         loss because to do so would be antidilutive for periods presented.



                                       33
<PAGE>
             NATIONAL RESIDENTIAL PROPERTIES, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                           SEPTEMBER 30, 2003 AND 2002


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
         ------------------------------------------------------

         EARNINGS (LOSS) PER SHARE OF COMMON STOCK (CONTINUED)
         -----------------------------------------------------

         The following is a reconciliation of the computation for basic and
         diluted EPS:

                                                       2003             2002

         Net Loss                                  ($2,135,936)    ($   347,513)
                                                   ------------    -------------
         Weighted-average common shares
           outstanding (Basic)                       1,000,000        1,000,000

         Weighted-average common stock equivalents:
               Stock options                                 -                -
               Warrants                                      -                -

         Weighted-average common shares
             outstanding (Diluted)                   1,000,000        1,000,000


         Options and warrants outstanding to purchase stock were not included in
         the computation of diluted EPS because inclusion would have been
         antidilutive.

         There are no options and warrants outstanding to purchase stock at
         September 30, 2003 and 2002.

         INVESTMENT SECURITIES
         ---------------------

         Management determines the appropriate classification of investment
         securities at the time they are acquired and evaluates the
         appropriateness of such classifications at each balance sheet date. The
         classification of those securities and the related accounting policies
         are as follows:

         Trading securities: Trading securities are held for resale in
         anticipation of short-term fluctuations in market prices. Trading
         securities, consisting primarily of actively traded equity securities,
         are stated at fair value. Realized and unrealized gains and losses are
         included in income.









                                       34
<PAGE>
             NATIONAL RESIDENTIAL PROPERTIES, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                           SEPTEMBER 30, 2003 AND 2002


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
         ------------------------------------------------------

         INVESTMENT SECURITIES (CONTINUED)
         ---------------------------------

         Available-for-sale securities: Available-for-sale securities consist of
         marketable equity securities not classified as trading securities.
         Available-for-sale securities are stated at fair value, and unrealized
         holding gains and losses, net of the related deferred tax effect, are
         reported as a separate component of stockholders' equity unless the
         change in value is deemed permanent. If the decline in value is other
         than temporary, the security shall be written down to fair value as a
         new cost basis and the amount shall be included in earnings and
         accounted for as a realized loss. The new cost basis shall not be
         charged for subsequent recoveries in fair value.


         Dividends on marketable equity securities are recognized in income when
         declared. Realized gains and losses are included in income. Realized
         gains and losses are determined on the basis of the actual cost of the
         securities sold.

         FAIR VALUE OF FINANCIAL INSTRUMENTS
         -----------------------------------

         The carrying amount reported in the consolidated balance sheets for
         cash and cash equivalents, loans receivable, accounts payable and
         accrued expenses approximate fair value because of the immediate or
         short-term maturity of these financial instruments. The carrying amount
         reported for notes and mortgages payable approximates fair value
         because, in general, the fair value of the notes and mortgages payable
         is estimated based on interest rates for the same or similar debt
         offered to the Company having the same or similar remaining maturities
         and collateral requirements.

         LOAN ORIGINATION FEES
         ---------------------

         Represent fees in connection with obtaining mortgages on the various
         properties. Loan origination fees are written off over the life of the
         loan. Should the loan be paid off sooner prior to the full term of the
         loan, the remaining capitalized costs will be charged against income at
         that time. Amortization expense for the years ended September 30, 2003
         and 2002 is $17,548 and $0, respectively.

         RECLASSIFICATIONS
         -----------------

         Certain amounts for the year ended September 30, 2002 have been
         reclassified to conform with the presentation of the September 30, 2003
         amounts. The reclassifications have no effect on the net loss for the
         year ended September 30, 2002.

                                       35
<PAGE>
             NATIONAL RESIDENTIAL PROPERTIES, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                           SEPTEMBER 30, 2003 AND 2002


NOTE 3 - INVENTORY - REAL ESTATE HOLDINGS
         --------------------------------

         Inventory consists of land held for development and is valued at the
         lower of cost or market value. Cost includes acquisition, renovation
         and carrying costs specifically identified with each unit.

NOTE 4 - MORTGAGES RECEIVABLE AND OTHER
         ------------------------------

         Represents amounts due from individuals who purchased property from the
         Company and other various amounts due the Company. Amounts due at
         September 30, 2003 and 2002 were $33,636 and $75,010, respectively.

NOTE 5 - LOANS RECEIVABLE - OFFICERS
         ---------------------------

         Amounts represent advances to and from the officers of the Company. The
         balances at September 30, 2003 and 2002 were $-0- and $-0-,
         respectively. Approximately $47,070 of the loans receivable were
         satisfied through an investment of common stock in an affiliated
         publicly trading company paid to the Company in February 2002. The
         Company has charged off the balance of the loans receivable as
         management compensation during the quarter ended March 31, 2002.

NOTE 6 - FIXED ASSETS
         ------------

         Fixed assets consist of the following at September 30, 2003 and 2002:

         Office Equipment and other                      $ 22,315     $ 20,663
         Vehicles                                          31,509       31,509
                                                        ----------   ----------
                                                           53,824       52,172
         Accumulated Depreciation                         (22,293)     (10,988)

                                             Total        $31,531      $41,184
                                                        ==========   ==========

         Depreciation expense was $11,305 and $2,128 for the years ended
         September 30, 2003 and 2002, respectively.













                                       36
<PAGE>
             NATIONAL RESIDENTIAL PROPERTIES, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                           SEPTEMBER 30, 2003 AND 2002


NOTE 7 - MORTGAGES AND NOTES PAYABLE
         ---------------------------

         Mortgages and notes payable consist of
         the following at September 30, 2003 and
         2002, respectively:                               2003          2002
                                                        ----------    ----------
         Note payable with a bank with interest at
         the bank's prime rate secured by the
         Company's assets and guaranteed by an
         officer of the Company.                         $ 25,744      $ 30,314

         Construction loans payable with a bank,
         bearing interest at the greater of 8.25%
         or 1.5% above the prime lending rate. The
         monthly interest is added to the
         principal balance of the loans, that are
         due to be paid upon the sale of the real
         estate used as collateral for the loan.
         The loans payable are guaranteed by an
         officer of the Company.                               -      1,348,339

         Note payable with a bank, bearing
         interest at 9.50%, secured by real estate
         and due August 2, 2001, which at that
         time was refinanced with another bank and
         the due date was extended.                       506,785       591,000

         Construction note payable with a bank,
         bearing interest at a rate of 7.625%,
         payable monthly through February 2002 at
         which time payments of interest and
         principal are due through January 1,
         2042.                                                 -      3,164,433

         Second mortgage with a bank, with
         interest at 9.50%, secured by real estate
         and due in 2004                                  275,000            -

         Third mortgage with a bank, with interest
         at 9.50%, secured by real estate and due
         in 2004                                          290,000            -

         Second mortgage with a bank, with
         interest at 9.50%, secured by real estate
         and due in 2004                                  232,492            -

         Construction note payable with a bank,
         bearing interest at prime plus 1.5%,
         payable monthly, and due upon the sale of
         the underlying real estate or

         January 1, 2003. The note is secured by
         the real estate.                                 600,000       600,000
                                                        ----------    ----------


         Total                                         $1,930,021    $5,734,086
                                                       ===========   ===========
                                       37
<PAGE>
             NATIONAL RESIDENTIAL PROPERTIES, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                           SEPTEMBER 30, 2003 AND 2002


NOTE 8 - CONVERTIBLE DEBENTURES PAYABLE
         ------------------------------

         The Company has convertible debentures outstanding at September 30,
         2003 and 2002 in the amount of $199,202. These debentures accrue
         interest at 8% per annum. These debentures mature along with the
         related interest at November 2003. The debentures are convertible at
         the investors' discretion pursuant to the convertible debenture
         agreement.

         Additionally, the Company recognized $-0- and $100,480 of amortization
         of the discount on the debenture conversions for the years ended
         September 30, 2003 and 2002, respectively.

NOTE 9 - RELATED PARTY TRANSACTIONS
         --------------------------

         Prepaid Management Fees and Compensation

         Pursuant to a "Prepaid Management Agreement" between the Company and
         its President, dated September 29, 2000, the Company prepaid management
         fees to the President in the amount of $302,000. This fee was to be
         amortized by the Company commencing January 1, 2001 and for the next
         five years. Management fee expense was $-0- and $293,102 for the years
         ended September 30, 2003 and 2002 respectively. The prepaid management
         fee has been completely charged off to expense as of September 30,
         2002.

         Leases

         A company wholly owned by a minority shareholder of Encore Builders,
         Inc. provided office space to the Company through March 15, 2002.

         Other

         The Company's officers periodically received interest-free advances
         form the Company. These advances have been satisfied as of June 30,
         2002 (See Note 5).
















                                       38
<PAGE>
             NATIONAL RESIDENTIAL PROPERTIES, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                           SEPTEMBER 30, 2003 AND 2002


NOTE 10 - ACQUISITIONS
          ------------

         On February 10, 2000, the Company acquired MAS XV Acquisitions Corp.
         for 1,500,000 shares of its common stock valued at $.19 per share or
         $285,000. Additionally, on April 1, 2000, the Company acquired 80% of
         the Encore Services, Inc. for 250,000 common shares of its stock valued
         at $33,750. The Company restated its September 30, 2000 consolidated
         financial statements and expensed the entire amounts of these
         acquisitions because they were determined to have no value. Both
         companies had no assets or liabilities upon the purchase.

         On May 8, 2001, the Company merged with Connecticut Acquisition upon
         the acquisition of the Hebron Parcel. The Hebron Parcel was
         subsequently conveyed on October 31, 2001 to Genesis, an entity related
         to the Company through common officers and directors.

         DC Power merged into the Company on November 1, 2001. The Company
         currently has no operations.

NOTE 11 - CONTINGENCY/UNCERTAINTY
          -----------------------

         The Company during the year ended September 30, 2001, became aware that
         some or all of certain changes to its capital structure were not
         validly adopted by the Company's board of directors, approved by the
         Company's shareholders, or filed with the Secretary of State of the
         State of Nevada as required by the laws of the State of Nevada. As a
         result, it appears that the Company never has been authorized to issue
         more than 1,000,000 shares of its common stock. All shares of the
         Company's common stock issued in excess of 1,000,000 shares appear to
         have been issued in excess of the Company's authorized amount,
         therefore, these shares have been reclassified to temporary equity (See
         Note 12).

         Additionally, the Company issued common stock above the Company's
         authorized amount and issued shares that at the time may not have been
         in compliance with the registration provisions of Section 5 of the
         Securities Act of 1933, as amended. The full impact of these items are
         unknown at this time. As a result, the Company had reclassified
         $3,927,047 to temporary equity as of September 30, 2001. Subsequent to
         September 30, 2001, the Company issued 843,265,695 shares of stock in
         connection with the conversion of debentures that have been classified
         as temporary equity. This resulted in an increase to temporary equity
         of $490,891 for the year ended September 30, 2002. This account acts as
         a reserve for capital that the Company may be required to repay.








                                       39
<PAGE>
             NATIONAL RESIDENTIAL PROPERTIES, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                           SEPTEMBER 30, 2003 AND 2002



NOTE 11 - CONTINGENCY/UNCERTAINTY (CONTINUED)
          -----------------------------------

         The Company expects to reclassify certain amounts from temporary equity
         to permanent stockholders' equity after curing any over issuances of
         its common stock.

NOTE 12 - TEMPORARY EQUITY
          ----------------

         The Company has recorded on its balance sheet as a temporary equity
         account for those securities issued that may not be in compliance with
         the registration provisions of Section 5 of the Securities Act of 1933,
         as amended and for the issuance of common stock issued above its
         authorized amount. All related amounts that were previously included in
         common stock and additional paid-in capital of the permanent
         stockholders' equity (deficit) section have been reclassified to
         temporary equity as their redemption may not be solely within the
         control of the issuer.

         Temporary equity at September 30, 2003 and 2002, was $4,417,938.
         Substantially all the shares issued in connection with the conversion
         of debentures have been reclassified as temporary equity.

NOTE 13 - STOCKHOLDERS' EQUITY (DEFICIT)
          ------------------------------

         As of September 30, 2003 and 2002, there were 1,000,000 shares
         authorized, and 1,000,000 shares issued and outstanding of the
         Company's common stock with a par value of $.001.

         The Company issued 843,265,695 shares of common stock for the year
         ended September 30, 2002. These shares are recorded in temporary equity
         along with 1,094,300,351 shares of common stock from fiscal 2001 which
         have been reclassified to temporary equity (see Note 12). All of the
         843,265,695 shares of common stock issued, were issued in excess of
         authorized limits.

         As of September 30, 2003 and 2002, there were 0 shares authorized and 0
         shares validly issued and outstanding of the Company's Class A Voting
         common stock with a par value of $.001.

         The shares of common stock issued for the years ended September 30,
         2002 relate to the debenture conversions.









                                       40
<PAGE>
             NATIONAL RESIDENTIAL PROPERTIES, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                           SEPTEMBER 30, 2003 AND 2002



NOTE 14 - INCOME TAXES
          ------------

         The net deferred tax assets in the accompanying consolidated balance
         sheets include the following components at September 30, 2003 and 2002

                                                  2003                  2002
                                                  ----                  ----

         Deferred tax assets                   $2,529,573            $1,678,818
         Deferred tax valuation allowance      (2,529,573)           (1,678,818)
                                               -----------           -----------
         Net deferred tax assets                $     -0-             $     -0-

         Due to the uncertainty of utilizing the approximate $6,323,932 and
         $4,197,046 in net operating losses, respectively, and recognizing the
         deferred tax assets, an offsetting valuation allowance has been
         established.

NOTE 15 - LITIGATION
          ----------

         On August 2, 2002, Encore Builders, Inc. filed suit against
         Conquistador Plaza, Inc., a wholly owned subsidiary of the Company, in
         the Circuit Court of the Eleventh Judicial Circuit in Miami-Dade
         County, Florida seeking the foreclosure

         of a mechanic's lien with respect to the Conquistador Plaza
         development. Encore Builders, Inc. asserts that $504,076 is due from
         Conquistador Plaza, Inc. The Company received $342,858 in 2003 and the
         remaining balance of $161,218 was written off at September 30, 2003 as
         the case has been settled.

NOTE 16 - PRIOR PERIOD ADJUSTMENT
          -----------------------

         There were no adjustments affecting the years ended September 30, 2003
         and 2002.

         Accordingly, the deficit is restated as follows:

         Deficit, September 30, 2001, as previously reported      ($ 2,018,802)
         Prior Period Adjustment, September 30, 2001(Note 1)        (1,830,731)
                                                                  -------------

         Deficit, September 30, 2001, as restated                  ($3,849,533)
         Net loss for the year ended September 30, 2002               (347,513)
                                                                  -------------

         Deficit, September 30, 2002                               ($4,197,046)
                                                                  -------------


                                       41
<PAGE>
             NATIONAL RESIDENTIAL PROPERTIES, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                           SEPTEMBER 30, 2003 AND 2002



NOTE 16 - PRIOR PERIOD ADJUSTMENT (CONTINUED)
          -----------------------------------

         Accordingly, related stockholders' equity (deficit) accounts and
         temporary equity accounts were adjusted to account for this recognition
         (See Notes 11, 12 and 13).

NOTE 17 - SUBSEQUENT EVENTS
          -----------------


         As disclosed in a current report on Form 8-K, filed on March 29, 2004,
         on March 12, 2004 the Company completed the sale of the real property
         commonly referred to in the Company's filings as the "Barcelona
         Apartments" to Salomon Yuken for $1,550,000.


         On May 20, 2002, the Company entered into a purchase and sale agreement
         to sell its Bay Harbor property to Gateway Mortgage Bankers, Inc. for
         $2.3 million. The Company does not expect this transaction to close
         until related outstanding litigation has been completed. See "Item 3 -
         Legal Proceedings" for a discussion of the related litigation. As of
         September 30, 2004, there was an outstanding mortgage on this property
         in the amount of $591,000. The carrying value of the property on
         September 30, 2003 is $1,682,227.


         The Company has commenced operations as a mortgage lender. The Company
         will only lend on residential areas that meet the lending criteria
         established by the Company. All mortgages provided will be fully
         encumbered by the real estate.






















                                       42
<PAGE>
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
        FINANCIAL DISCLOSURE

         Not applicable.

ITEM 8A. CONTROLS AND PROCEDURES

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES


         Based on their evaluation of the Company's disclosure controls and
procedures conducted as of the end of the period covered by this report on Form
10-KSB/A, Richard Astrom, the Company's Chief Executive Officer, and Christopher
Astrom, the Company's Chief Financial Officer, have concluded that they are the
only individuals involved in the Company's disclosure process. The Company has
no formal procedures in place for processing and assembling information to be
disclosed in the Company's periodic reports. The Company's system is designed so
that information is retained by the Company and relayed to counsel and the
Company's accountants as it becomes available. Though the Company has had
difficulty implementing its disclosure controls and procedures in the past, the
Company's principal executive officer and principal financial officer believe
that as of the end of the period being reported, the Company's disclosure
controls and procedures are effective. Further, the Company believes that, given
its size, an extensive disclosure controls and procedures system is not
necessary.


CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

         No changes in the Company's internal control over financial reporting
have come to management's attention during the Company's last fiscal quarter
that have materially affected, or are likely to materially affect, the Company's
internal control over financial reporting.

ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
         COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

         The Company's board of directors currently consists of two people. The
following information with respect to the principal occupation or employment,
other affiliations and business experience during the last five years of the
directors has been furnished to the Company by such directors. Except as
indicated, the directors have had the same principal occupation for the last
five years. The Company has no standing audit committee. Because the Company has
no standing audit committee it does not have an audit committee financial expert
serving on the audit committee.

         There have been no material changes to the procedures by which security
holders may recommend nominees to the Company's board of directors.

NAME                       AGE      PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT
----                       ---      ------------------------------------------

Richard Astrom             56       Richard Astrom has been a director of the
                                    Company since 1994. Richard Astrom Secretary
                                    of Vacation Ownership and has served as one
                                    of its directors since September of 2001.
                                    Mr. Astrom has


                                       43
<PAGE>
                                    served as President and a director of
                                    Genesis Capital Corporation of Nevada since
                                    September of 2001 and a director of Prime
                                    Rate Investors, Inc. since August of 2002.

Christopher Astrom         32       Christopher Astrom has been a director of
                                    the Company since June of 1995. Christopher
                                    Astrom is currently President, Chief
                                    Executive Officer and Chief Financial
                                    Officer of Vacation Ownership, and has
                                    served as one of its directors since August
                                    of 2001. Mr. Astrom has served as Secretary
                                    and Treasurer of Genesis Capital Corporation
                                    of Nevada since September of 2001 and is
                                    currently a director and has served as
                                    President of Prime Rate Investors, Inc.
                                    since September of 2002.

EXECUTIVE OFFICERS

         The following individuals were serving as executive officers of the
Company on February 5, 2004:

NAME                       AGE      POSITION WITH THE COMPANY

Richard Astrom.....         56      President and Chief Executive Officer

Christopher Astrom.         32      Vice President, Secretary and Chief
                                    Financial Officer

         Richard Astrom is Christopher Astrom's father. The Company does not
have any employees besides Christopher Astrom and Richard Astrom.


         The Company's two current directors and officers, Richard Astrom and
Christopher Astrom, are each directors and officers of another public company,
Capital Solutions I, Inc. ("Capital Solutions I") and another entity, each which
may be deemed an affiliate of the Company. Richard Astrom and Christopher Astrom
divide their time between the Company, Capital Solutions I and this other
entity, and devote time to each company as they determine to be necessary and
appropriate. As such, the amount of time Richard Astrom and Christopher Astrom
devote to the Company varies widely, depending upon the needs of the Company.
There are times when they put in up to 10 hours per day, and other times where
they do not dedicate any time at all, as the Company does not require it.


SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

         Section 16(a) of the Exchange Act requires the Company's directors,
executive officers and persons who own more than ten percent of the outstanding
NRES Common Stock to file with the SEC and the Company reports on Form 4 and
Form 5 reflecting transactions affecting beneficial ownership. Based solely upon
its review of the copies of such forms received by it, the Company believes
that, during fiscal year 2003, all persons complied with such filing
requirements.

CODE OF ETHICS

         The Company has not yet adopted a code of ethics that applies to its
principal executive officer, principal financial officer, principal accounting
officer or controller, or persons performing similar functions. The Company's
two directors, Richard and Christopher Astrom, have chosen not to adopt such a
code of ethics because they are also the Company's principal executive officer
and principal financial officer, and also the Company's only two employees.

                                       44
<PAGE>
ITEM 10. EXECUTIVE COMPENSATION
         ----------------------

<TABLE>
<CAPTION>
                           SUMMARY COMPENSATION TABLE


                                                                                 LONG-TERM
                                                                               COMPENSATION
    NAME AND PRINCIPAL POSITION                                                   AWARDS:
                                                                                SECURITIES
                                       YEAR        SALARY        BONUS      UNDERLYING OPTIONS        ALL OTHER
                                                 ANNUAL COMPENSATION (1)                             COMPENSATION
                                       ----      -----------------------    ------------------       ------------
<S>                                    <C>       <C>           <C>          <C>                      <C>
Richard Astrom,
   President and
   Chief Executive Officer (2)         2003      $200,000 (4)        -               -                    -
                                       2002      $505,525 (5)        -               -                    -
                                       2001           -              -               -                    -

Christopher Astrom,
   Vice President, Secretary and
   Chief Financial Officer (3)         2003       $62,578            -               -                    -
                                       2002       $76,439            -               -                    -
                                       2001           -              -               -                    -
</TABLE>


         (1) In accordance with the rules of the Securities and Exchange
Commission, compensation in the form of perquisites and other personal benefits
has been omitted for the Company's named executive officers because the
aggregate amount of such perquisites and other personal benefits constituted
less than the lesser of $50,000 or 10% of the total of annual salary and bonuses
for each named executive officer in the Company's prior fiscal year.


         (2) Richard Astrom joined the Company in 1994.

         (3) Christopher Astrom joined the Company in 1994.

         (4) Nearly all of the amount reflected above as compensation to Richard
Astrom was paid to reimburse Richard Astrom for legal fees paid by him to
Richard and Christopher Astrom's counsel who assisted Richard and Christopher
Astrom with securities matters which also benefited the Company.

         (5) Includes charge for management fees and write off for loan during
the year ended September 30, 2002.

         Richard Astrom and Christopher Astrom are directors of the Company.
Directors currently do not receive a stated salary from the Company for their
service as members of the board of directors.

EMPLOYMENT AND SEPARATION AGREEMENTS


         The Company does not have any employment or separation agreements with
either Christopher Astrom or Richard Astrom, the Company's only employees as of
August 10, 2004.

                                       45
<PAGE>
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
    RELATED STOCKHOLDER MATTERS

         To the Company's knowledge, the following table sets forth information
with respect to beneficial ownership of outstanding NRES Common Stock as of
January 21, 2004 by:
     o   each person known by the Company to beneficially own more than 5% of
         the outstanding NRES Common Stock;
     o   each of the Company's named executive officers; o each of the Company's
         directors; and
     o   all of the Company's executive officers and directors as a group.


         Beneficial ownership is determined in accordance with the rules of the
SEC and includes voting or investment power with respect to the securities as
well as securities which the individual or group has the right to acquire within
sixty days of the original filing of this Form 10-KSB. Unless otherwise
indicated, the address for those listed below is c/o National Residential
Properties, Inc., 6915 Red Road, Suite 222, Coral Gables, Florida 33143. Except
as indicated by footnote, and subject to applicable community property laws, the
persons named in the table have sole voting and investment power with respect to
all shares of NRES Common Stock shown as beneficially owned by them. The number
of shares of NRES Common Stock outstanding used in calculating the percentage
for each listed person includes the shares of NRES Common Stock underlying
options held by such persons that are exercisable within 60 days of January 21,
2004, but excludes shares of NRES Common Stock underlying options held by any
other person. The number of shares of NRES Common Stock outstanding as of
October 27, 2004 was 1,938,566,046. Except as noted otherwise, the amounts
reflected below are based upon information provided to the Company and filings
with the SEC.


NAME OF BENEFICIAL OWNER                                      NUMBER    PERCENT

                                                       SHARES BENEFICIALLY OWNED

Richard Astrom (1)(2)                                          763,050    0.04%
Christopher Astrom (3)(4)                                   18,030,000    0.93%
All directors and executive officers as a group (2 persons) 18,793,050    0.97%

------------------------

         (1) Richard Astrom serves as President, Chief Executive Officer and a
director of the Company.

         (2) As discussed in the section entitled "Background Capitalization
Information," and "Item 1 - Business" under the subheading "Overview," the
Company may not be authorized to issue more than 1 million shares of Common
Stock. As such, Richard and Pamela Astrom, as tenants by the entireties, appear
to hold a majority of the authorized shares of the Company.









                                       46
<PAGE>
         (3) Christopher Astrom serves as a Vice President, Secretary, Chief
Financial Officer and a director of the Company.

         (4) On June 17, 1999, the Company attempted to issue 2 million shares
of Class A Common Stock to Christopher Astrom. Each such share of Class A Common
Stock was entitled to 20 votes. The Company believes that these shares were not
validly issued. Including these shares in the number of shares beneficially
owned by Christopher Astrom would yield a beneficial ownership percentage of
1.03%.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         Nearly all of the amount paid to Richard Astrom as compensation was
paid to reimburse him for legal fees paid by him to Richard and Christopher
Astrom's counsel who assisted them with securities matters which also benefited
the Company.

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

         (a) Exhibits:

Exhibit
Number                                      Description

3.1*       Articles of Incorporation of the Company
3.2***     Certificate of Amendment to Articles of Incorporation of the Company
3.4*       Bylaws of the Company
4.1**      8% Series SPB Senior Subordinated Convertible Redeemable Debentures
           due November 3, 2002
4.2**      8% Series SPC Senior Subordinated Convertible Redeemable Debentures
           due April 12, 2003
4.3**      8% Series SPD Senior Subordinated Convertible Redeemable Debentures
           due October 17, 2003
10.1**     Securities Subscription Agreement dated as of October 10, 2000 by and
           between 2217 Acquisition Inc. and Louvre Investors LLC, Yellow Stream
           Company LLC and Carlsbad LLC
10.2**     Assignment and Assumption Agreement dated as of November 3, 2000 by
           and between 2217 Acquisition Inc. and National Residential
           Properties, Inc.
10.3**     Securities Subscription Agreement dated as of April 12, 2001 by and
           between Connecticut Acquisition Corp. No. 1 and Louvre Investors LLC,
           Yellow Stream Company LLC and Carlsbad Capital LLC
10.4**     Assignment and Assumption Agreement dated as of April 19, 2001 by and
           between Connecticut Acquisition Corp. 1 and National Residential
           Properties, Inc.
10.5**     Securities Subscription Agreement dated as of October 17, 2001 by and
           between DC Power Products Acquisition Corp. and Equity Planners LLC,
           Sea Lion Investors LLC and Myrtle Holdings LLC
10.6**     Assignment and Assumption Agreement dated as of November 5, 2001 by
           and between DC Power Acquisition Corp. and National Residential
           Properties, Inc.
10.7**     Real Estate Purchase and Sale Agreement dated as of December 17, 2001
           by and between Dennis Almendares and National Residential Properties,
           Inc.





                                       47
<PAGE>
10.8**     Real Estate Purchase and Sale Agreement dated as of May 20, 2002 by
           and between Gateway Mortgage Bankers and National Residential
           Properties, Inc.
31.1       Certification of the Principal Executive Officer pursuant to Rule
           13a-14(a)
31.2       Certification of the Principal Financial Officer pursuant to Rule
           13a-14(a)
32.1       Certifications of the Principal Executive Officer and Principal
           Financial Officer pursuant to 18 U.S.C. Section 1350

*     Previously filed.

**    Filed as an exhibit to the Company's quarterly report on Form 10-QSB for
      the period ended June 30, 2002, filed with the Securities and Exchange
      Commission on January 8, 2004.

***   Filed as an exhibit to the Company's annual report on Form 10-KSB for the
      year ended September 30, 2000, filed with the Securities and Exchange
      Commission on January 16, 2001.

         (b) Reports on Form 8-K:

         None.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

AUDIT AND NON-AUDIT FEES

        Aggregate fees for professional services rendered for the Company by
Bagell, Josephs & Company, L.L.C for the fiscal years ended September 30, 2003
and 2002 are set forth below. The aggregate fees included in the Audit category
are fees billed for the fiscal years for the audit of the Company's annual
financial statements and review of financial statements and statutory and
regulatory filings or engagements. The aggregate fees included in each of the
other categories are fees billed in the fiscal years. (All references to "$" in
this Proxy Statement are to United States dollars.)

                                          FISCAL YEAR 2003    FISCAL YEAR 2002

       AUDIT FEES                         $      37,500       $      28,000
       AUDIT-RELATED FEES                 $         -         $         -
       TAX FEES                           $       2,000       $       1,000
       ALL OTHER FEES                     $         -         $         -
                                          -------------       -------------
         TOTAL                            $      39,500       $      29,000


        Audit Fees for the fiscal years ended September 30, 2003 and 2002 were
for professional services rendered for the audits of the consolidated financial
statements of the Company, quarterly review of the financial statements included
in Quarterly Reports on Form 10-Q, consents, and other assistance required to
complete the year end audit of the consolidated financial statements.

        Audit-Related Fees as of the fiscal years ended September 30, 2003 and
2002 were for assurance and related services reasonably related to the
performance of the audit or review of financial statements and not reported
under the caption Audit Fees.

        Tax Fees as of the fiscal years ended September 30, 2003 and 2002 were
for professional services related to tax compliance, tax authority audit support
and tax planning.

                                       48
<PAGE>
       There were no fees that were classified as All Other Fees as of the
fiscal years ended September 30, 2003 and 2002.

        As the Company does not have a formal audit committee, the services
described above were not approved by the audit committee under the de minimus
exception provided by Rule 2-01(c)(7)(i)(C) under Regulation S-X. Further, as
the Company does not have a formal audit committee, the Company does not have
audit committee pre-approval policies and procedures.

                                   SIGNATURES

         In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

                             NATIONAL RESIDENTIAL PROPERTIES, INC.


                             By: /s/RICHARD ASTROM
                                 ----------------------------------
                             Richard Astrom
                             President and Chief Executive Officer



         Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities indicated on October 27, 2004:



SIGNATURE                               TITLE(S)

/s/RICHARD ASTROM          President, Chief Executive Officer and Director
------------------------
Richard Astrom

/s/CHRISTOPHER ASTROM      Vice President, Chief Financial Officer, Secretary
------------------------          and Director
Christopher Astrom
























                                       49