UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON,
D.C. 20549





FORM
10-Q








(Mark
One)





x           QUARTERLY
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF1934








For the
quarterly period ended September
30, 2008





o           TRANSITION
REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT





For the transition period from
_________ to _________





Commission file
number   005-84270





NEW
YORK RESIDENTIAL, INC.


(Exact
name of registrant as specified in its charter)





Delaware
                  
                  20-4267378(State
      or other jurisdiction of incorporation or organization)
                  
                  (IRS
      Employee Identification
No.)





15 West
72nd Street, Suite 15K, New York, NY 10023


(Address
of principal executive offices)





(917)
439-3838


(Issuer's
telephone number)





Securities
Registered pursuant to section 12(b) of the
Act:   None





Indicate
by check mark whether the registrant (1) 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 the filing
requirements for the past 90 days.


Yes oNo x





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting company. See
the definitions of “large accelerated filer,” “accelerated filer”
and  “smaller reporting company” in Rule 12b-2 of the Exchange
Act.





Large
      accelerated filer o
                Accelerated
      filer oNon-accelerated
      filer o
                Smaller
      reporting company x





Indicate
by check mark whether registrant is a shell company (as defined in Rule 12b-2 of
the Exchange Act)


Yes x    No o





Number of
outstanding shares of the registrant's par value $0.001 common stock, as of
December 12, 2008: 3,060,000.












NEW YORK
RESIDENTIAL, INC.





FORM
10-Q


INDEX





PAGESpecial
      Note Regarding Forward-Looking Statements
                                                                                                  
                                                                                                  1PART I
                                                                                                  FINANCIAL
      INFORMATION
                                                                                                  
                                                                                                  2Item
      1.
                                                                                                  Condensed
      Balance Sheet as of September 30, 2008 (unaudited) and December 31,
      2007
                                                                                                  
                                                                                                  2Condensed
      Statement of Operations for the three months ended September 30, 2008 and
      2007 and for the nine months ended September 30, 2008 and 2007 and for the
      period from December 5, 2005 (inception) to September 30, 2008
      (unaudited)
                                                                                                  
                                                                                                  3Condensed
      Statement of Stockholders’ Equity for the nine months ended September 30,
      2008 (unaudited)
                                                                                                  
                                                                                                  4Condensed
      Statement of Cash Flows for the nine months ended September 30, 2008 and
      2007 and for the period from December 5, 2005 (inception) to September 30,
      2008 (unaudited)
                                                                                                  
                                                                                                  5Notes
      to Condensed Financial Statements
                                                                                                  
                                                                                                  6 -
      8Item
      2.
                                                                                                  Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operations
                                                                                                  
                                                                                                  9Item
      3.
                                                                                                  Quantitative
      and Qualitative Disclosures About Market Risk
                                                                                                  
                                                                                                  13Item
      4T.
                                                                                                  Controls
      and Procedures
                                                                                                  
                                                                                                  13PART II
                                                                                                  
                                                                                                  
                                                                                                  14Item
      1.
                                                                                                  Legal
      Proceedings
                                                                                                  
                                                                                                  14Item
      1A.
                                                                                                  Risk
      Factors
                                                                                                  
                                                                                                  14Item
      2.
                                                                                                  Unregistered
      Sales of Equity Securities and Use of Proceeds
                                                                                                  
                                                                                                  14Item
      3.
                                                                                                  Defaults
      on Senior Securities
                                                                                                  
                                                                                                  14Item
      4.
                                                                                                  Submission
      of Matters to a Vote of Security Holders
                                                                                                  
                                                                                                  14Item
      5.
                                                                                                  Other
      Information
                                                                                                  
                                                                                                  14Item
      6.
                                                                                                  Exhibits
                                                                                                  
                                                                                                  14Signatures
                                                                                                  
                                                                                                  15









SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS





This Quarterly Report on Form 10-Q,
together with other statements and information we publicly disseminate, contains
certain forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933, as amended (the “Securities Act”), and Section
21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).  We
intend such forward-looking statements to be covered by the safe harbor
provisions for forward-looking statements contained in the Private Securities
Litigation Reform Act of 1995, and include this statement for purposes of
complying with these safe harbor provisions.  Forward-looking
statements, which are based on certain assumptions and describe our future
plans, strategies and expectations, are generally identifiable by use of the
words "believe," "expect," "intend," "anticipate," "estimate," "project" or
similar expressions.  You should not rely on forward-looking
statements since they involve known and unknown risks, uncertainties and other
factors that are, in some cases, beyond our control and which could materially
affect actual results, performances or achievements.  Factors that may
cause actual results to differ materially from current expectations include, but
are not limited to the risk factors discussed in this Quarterly Report on Form
10-Q.  Accordingly, there is no assurance that our expectations will
be realized.  Except as otherwise required by the federal securities
laws, we disclaim any obligations or undertaking to publicly release any updates
or revisions to any forward-looking statement contained herein (or elsewhere) to
reflect any change our expectations with regard thereto, or any change in
events, conditions or circumstances on which any such statement is
based.




1




PART
I. FINANCIAL INFORMATION





Item 1. Financial Statements








NEW YORK
RESIDENTIAL, INC.


(A
Development Stage Company)


CONDENSED
BALANCE SHEETS






September
      30, 2008
                    
                    
                    December
      31, 2007(unaudited)ASSETSCurrent
      assets:Cash
      and cash equivalents
                    
                    $
                    59,900
                    
                    
                    $
                    15,387Total
      current assets
                    
                    
                    59,900
                    
                    
                    
                    15,387Deferred
      offering costs
                    
                    
                    261,785
                    
                    
                    
                    197,811Total
      assets
                    
                    $
                    321,685
                    
                    
                    
                    213,198LIABILITIES
      AND STOCKHOLDERS' EQUITYCurrent
      liabilities:Income
      taxes payable
                    
                    $
                    3,573
                    
                    
                    $
                    4,173Advance
      from customer
                    
                    
                    56,114
                    
                    
                    
                    -Accrued
      liabilities
                    
                    
                    170,526
                    
                    
                    
                    122,304Promissory
      note related party
                    
                    
                    42,193
                    
                    
                    
                    31,693Total
      liabilities
                    
                    
                    272,406
                    
                    
                    
                    158,170Stockholders'
      equity:Preferred
      stock, $.001 par value; 1,000,000 shares
                      authorized
      and none issued and outstanding
                    
                    
                    -
                    
                    
                    
                    -Common
      stock, $.001 par value; 20,000,000 shares issued
                      and
      authorized – 3,060,000 shares issued and outstanding
                    
                    
                    3,060
                    
                    
                    
                    3,060Additional
      paid-in capital
                    
                    
                    50,267
                    
                    
                    
                    50,267(Deficit)
      Earnings accumulated during development stage
                    
                    
                    (4,048
                    )
                    
                    
                    1,701Total
      stockholders’ equity
                    
                    
                    49,279
                    
                    
                    
                    55,028Total
      liabilities and stockholders’ equity
                    
                    $
                    321,685
                    
                    
                    $
                    213,198












See notes
to these condensed financial statements.




2




NEW YORK
RESIDENTIAL, INC.


(A
Development Stage Company)


CONDENSED
STATEMENTS OF OPERATIONS


(UNAUDITED)






For
      the Three Months
                                                              Ended
                                                              September
      30,
                                                            
                                                            
                                                            For
      the Nine Months
                                                              Ended
                                                              September
      30,
                                                            
                                                            
                                                            December
      5,
                                                              2005
                                                              (inception)
      to
                                                              September
      30,2008
                                                            
                                                            
                                                            2007
                                                            
                                                            
                                                            2008
                                                            
                                                            
                                                            2007
                                                            
                                                            
                                                            2008Contract
      revenues
                                                            
                                                            $
                                                            -
                                                            
                                                            
                                                            $
                                                            -
                                                            
                                                            
                                                            $
                                                            -
                                                            
                                                            
                                                            $
                                                            2,125
                                                            
                                                            
                                                            $
                                                            125,345-Costs
      and expenses:Costs
      of contracts completed
                                                            
                                                            
                                                            -
                                                            
                                                            
                                                            
                                                            6,960
                                                            
                                                            
                                                            
                                                            -
                                                            
                                                            
                                                            
                                                            8,249
                                                            
                                                            
                                                            
                                                            110,124General
      and administrative costs
                                                            
                                                            
                                                            43
                                                            
                                                            
                                                            
                                                            -
                                                            
                                                            
                                                            
                                                            2,116
                                                            
                                                            
                                                            
                                                            -
                                                            
                                                            
                                                            
                                                            2,116Interest
      expense
                                                            
                                                            
                                                            1,211
                                                            
                                                            
                                                            
                                                            -
                                                            
                                                            
                                                            
                                                            3,633
                                                            
                                                            
                                                            
                                                            -
                                                            
                                                            
                                                            
                                                            8,453Formation
      costs
                                                            
                                                            
                                                            -
                                                            
                                                            
                                                            
                                                            -
                                                            
                                                            
                                                            
                                                            -
                                                            
                                                            
                                                            
                                                            -
                                                            
                                                            
                                                            
                                                            3,500Total
      operating expenses
                                                            
                                                            
                                                            1,254
                                                            
                                                            
                                                            
                                                            (6,960
                                                            )
                                                            
                                                            
                                                            5,749
                                                            
                                                            
                                                            
                                                            8,249
                                                            
                                                            
                                                            
                                                            124,193(Loss)
      income from before income taxes
                                                            
                                                            
                                                            (1,254
                                                            )
                                                            
                                                            
                                                            -
                                                            
                                                            
                                                            
                                                            (5,749
                                                            )
                                                            
                                                            
                                                            (6,124
                                                            )
                                                            
                                                            
                                                            1,152Provision
      for income taxes
                                                            
                                                            
                                                            -
                                                            
                                                            
                                                            
                                                            -
                                                            
                                                            
                                                            
                                                            -
                                                            
                                                            
                                                            
                                                            -
                                                            
                                                            
                                                            
                                                            5,200Net
      loss
                                                            
                                                            $
                                                            (1,254
                                                            )
                                                            
                                                            $
                                                            (6,960
                                                            )
                                                            
                                                            $
                                                            (5,749
                                                            )
                                                            
                                                            $
                                                            (6,124
                                                            )
                                                            
                                                            $
                                                            (4,048
                                                            )Loss
      per common share-Basic and Diluted
                                                            
                                                            $
                                                            -
                                                            
                                                            
                                                            $
                                                            -
                                                            
                                                            
                                                            $
                                                            -
                                                            
                                                            
                                                            $
                                                            -Weighted
      average number of shares
                                                              outstanding-Basic
      and Diluted
                                                            
                                                            
                                                            3,060,000
                                                            
                                                            
                                                            
                                                            3,060,000
                                                            
                                                            
                                                            
                                                            3,060,000
                                                            
                                                            
                                                            
                                                            3,060,000












See notes
to these condensed financial statements.




3




NEW YORK
RESIDENTIAL, INC.


(A
Development Stage Company)


CONDENSED
STATEMENT OF STOCKHOLDERS’ EQUITY


For the
Nine Months Ended September 30, 2008


(UNAUDITED)







Additional
                
                
                Earnings
                  (Deficit)
                  Accumulated
                  during the
                
                
                TotalCommon
      Shares
                
                
                Paid
                
                
                Development
                
                
                Stockholders’Shares
                
                
                Amount
                
                
                in
      Capital
                
                
                Stage
                
                
                EquityBalance
      at January 1, 2008
                
                
                3,060,000
                
                
                $
                3,060
                
                
                $
                50,267
                
                
                $
                1,701
                
                
                $
                55,028Net
      loss
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                (5,749
                )
                
                
                (5,749
                )Balance
      at September 30, 2008
                
                
                3,060,000
                
                
                $
                3,060
                
                
                $
                50,267
                
                
                $
                (4,048
                )
                
                $
                49,279













See notes
to these condensed financial statements.




4




NEW YORK
RESIDENTIAL, INC.


(A
Development Stage Company)


CONDENSED
STATEMENTS OF CASH FLOWS


(UNAUDITED)







For
      the Nine Months Ended
                      September
      30,
                    
                    
                    December
      5, 2005
                      (inception)
                      to
      September 30,2008
                    
                    
                    2007
                    
                    
                    2008CASH
      FLOWS FROM OPERATING ACTIVITIES:Net
      loss
                    
                    $
                    (5,749
                    )
                    
                    $
                    (6,124
                    )
                    
                    $
                    (4,048
                    )Changes
      in operating liabilities:Income
      taxes payable
                    
                    
                    (600
                    )
                    
                    
                    (1,027
                    )
                    
                    
                    3,573Accrued
      interest on shareholder loan
                    
                    
                    3,633
                    
                    
                    
                    -
                    
                    
                    
                    8,453Advance
      from customer
                    
                    
                    56,114
                    
                    
                    
                    -
                    
                    
                    
                    56,114Other
      liabilities
                    
                    
                    (6,001
                    )
                    
                    
                    -
                    
                    
                    
                    (6,001
                    )NET
      CASH FLOWS  PROVIDED BY OPERATING ACTIVITES
                    
                    
                    47,397
                    
                    
                    
                    (7,151
                    )
                    
                    
                    58,091CASH
      FLOWS FROM FINANCING ACTIVITIES:Proceeds from the sale of common stock
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    53,327Note
      proceeds from related party
                    
                    
                    10,500
                    
                    
                    
                    25,000
                    
                    
                    
                    62,193Note
      repayments to related party
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    (20,000
                    )Payment of costs of the proposed public offering
                    
                    
                    (13,384
                    )
                    
                    
                    (15,500
                    )
                    
                    
                    (93,711
                    )NET
      CASH (USED IN) PROVIDED BY FINANCING ACTIVITIES
                    
                    
                    (2,884
                    )
                    
                    
                    9,500
                    
                    
                    
                    1,809Net
      increase in cash and cash equivalents
                    
                    
                    44,513
                    
                    
                    
                    2,349
                    
                    
                    
                    59,900Cash
      and cash equivalents, Beginning of period
                    
                    
                    15,387
                    
                    
                    
                    33,039
                    
                    
                    
                    -Cash
      and cash equivalents, End of period
                    
                    $
                    59,900
                    
                    
                    $
                    35,388
                    
                    
                    $
                    59,900Non-cash
      Investing and Financing Activities:Accrued
      Offering Expenses
                    
                    $
                    63,974
                    
                    
                    $
                    37,250
                    
                    
                    $
                    181,458













See notes
to these condensed financial statements.




5




NEW YORK
RESIDENTIAL, INC.


(A
Development Stage Company)


NOTES TO
CONDENSED FINANCIAL STATEMENTS


(Unaudited)





NOTE
1: Organization, Going Concern and Management Plan





Organization





New York
Residential, Inc. (the “Company”) was incorporated in Delaware on December 5,
2005 and was organized for the purpose of acquiring, renovating, investing in,
improving and in some cases managing residential real estate in the New York
metropolitan area.




The
Company is still considered a development stage company due to lack of
continuing revenue.




The
accompanying condensed interim consolidated financial statements have been
prepared in accordance with accounting principles generally accepted in the
Unites States of America ("GAAP") for interim financial statements information
and assume that the Company will continue as a going concern. In the opinion of
management, such statements include all adjustments (consisting only of normal
recurring adjustments) necessary for the fair presentation of the Company's
financial position, results of operations and cash flows at the dates and for
the periods indicated. Pursuant to the requirements of the Securities and
Exchange Commission (the "SEC") applicable to quarterly reports on Form 10-Q,
the accompanying condensed financial statements do not include all the
disclosures required by GAAP for annual financial statements. These unaudited
interim condensed financial statements should be read in conjunction with the
financial statements and related notes included in the final prospectus filed on
November 10, 2008 and the Company's other filings with the SEC. Operating
results for the three and nine months ended September 30, 2008 are not
necessarily indicative of the results that may be expected for the fiscal year
ending December 31, 2008.


Going
Concern




The
unaudited condensed financial statements have been presented on the basis that
the Company will continue as a going concern, which contemplates the realization
of assets and satisfaction of liabilities in the normal course of
business. The
Company has incurred net losses of approximately $4,048 since inception.
Additionally, the Company had a net working capital deficiency of approximately
$213,000 at September 30, 2008. These factors raise substantial doubt
about the Company’s ability to continue operating as a going concern. The
Company is seeking to raise up to approximately $3 million through the proposed
offering of its securities as discussed in Note 3. The accompanying unaudited
condensed financial statements do not include any adjustments that might result
from the outcome of this uncertainty.





The
interim financial information as of September 30, 2008 and for the three and
nine month periods ended September 30, 2008 and 2007 and for the period from
December 5, 2005 (inception) to September 30, 2008 has been prepared without
audit, pursuant to the rules and regulations of the Securities and Exchange
Commission. Certain information and footnote disclosures normally included in
financial statements prepared in accordance with United States generally
accepted accounting principles  have been condensed or omitted
pursuant to such rules and regulations.




In the
opinion of management, all adjustments (consisting of normal recurring
adjustments) necessary to present a fair statement of financial position as of
September 30, 2008, and results of operations for the three and nine month
periods ended September 30, and cash flows for the nine months ended September
30, 2008 and 2007 and for the period from December 5, 2005 (inception) to
September 30, 2008 as applicable, have been made. The results of operations for
the nine months ended September 30, 2008 are not necessarily indicative of the
operating results for the full fiscal year or any future periods. These
condensed consolidated financial statements should be read in conjunction with
financial statements and notes there to in the Company’s Report in Form S-1 for
the year ended December 31, 2007.





Management
Plan





The Company
is in the initial stage of operations. The Company’s ability to execute its
business plan is contingent upon obtaining adequate financial resources through
a proposed public offering which is discussed in Note 3. The Company’s
management has broad discretion with respect to the specific application of the
net proceeds of this proposed offering although substantially all of the net
proceeds of this Proposed Offering are intended to be generally applied toward
the acquisition of residential real property within the New York Metropolitan
Area. Furthermore, there is no assurance that the Company will be able to
successfully effect such a purchase of residential property.




The
Company has funded its operations to date from proceeds received from the sale
of its common stock totaling approximately $53,000 and from net advances from
the Company's sole director and officer totaling approximately $42,000 as of
September 30, 2008. The Company's sole director and officer has agreed verbally
to fund the Company's operations through the earlier of the closing of the
Proposed Offering.




6




NEW
YORK RESIDENTIAL, INC.


(A
Development Stage Company)


NOTES TO
CONDENSED FINANCIAL STATEMENTS


(Unaudited)





NOTE
2: Certain Significant Accounting Policies




Income
(Loss) Per Share


Basic
income (loss) per share is computed by dividing net income (loss) by the
weighted-average number of shares of common stock outstanding during the years
presented. Diluted loss attributable to common shares adjusts basic loss per
share for the effects of convertible securities, warrants, stock options and
other potentially dilutive financial instruments only in the periods in which
such effect is dilutive. The shares issuable upon the conversion of preferred
stock, the exercise of stock options and warrants are excluded from the
calculation of net loss per share as their effect would be
anti-dilutive.
  Use
of Estimates
  The
preparation of financial statements in conformity with United States generally
accepted  accounting principles 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 expenses during the
reporting period. Actual results could differ from those
estimates.


Recently Issued Accounting
Pronouncements




In
September 2006, the Financial Accounting Standards Board (FASB) issued SFAS No.
157, “Fair Value Measurements.” SFAS No. 157 establishes a single definition of
fair value and a framework for measuring fair value, sets out a fair value
hierarchy to be used to classify the source of information used in fair value
measurements, and requires new disclosures of assets and liabilities measured at
fair value based on their level in the hierarchy. This statement applies under
other accounting pronouncements that require or permit fair value measurements.
In February 2008, the FASB issued Staff Positions (FSPs) No. 157-1 and No.
157-2, which, respectively, remove leasing transactions from the scope of SFAS
No. 157 and defer its effective date for one year relative to certain
nonfinancial assets and liabilities. As a result, the application of the
definition of fair value and related disclosures of SFAS No. 157 (as impacted by
these two FSPs) was effective for the Company beginning January 1, 2008 on a
prospective basis with respect to fair value measurements of (a) nonfinancial
assets and liabilities that are recognized or disclosed at fair value in the
Company’s financial statements on a recurring basis (at least annually) and (b)
all financial assets and liabilities. This adoption did not have a material
impact on the Company’s results of operations or financial condition. The
remaining aspects of SFAS No. 157 for which the effective date was deferred
under FSP No. 157-2 are currently being evaluated by the Company. Areas impacted
by the deferral relate to nonfinancial assets and liabilities that are measured
at fair value, but are recognized or disclosed at fair value on a nonrecurring
basis. This deferral applies to such items as nonfinancial assets and
liabilities initially measured at fair value in a business combination (but not
measured at fair value in subsequent periods) or nonfinancial long-lived asset
groups measured at fair value for an impairment assessment. The effects of these
remaining aspects of SFAS No. 157 are to be applied to fair value measurements
prospectively beginning January 1, 2009.





In
September 2006, the SEC issued SAB No. 108, “Considering the Effects of Prior
Year Misstatements when Quantifying Misstatements in Current Year Financial
Statements.” SAB No. 108 addresses how the effects of prior year uncorrected
misstatements should be considered when quantifying misstatements in current
year financial statements. SAB No. 108 requires companies to quantify
misstatements using a balance sheet and income statement approach and to
evaluate whether either approach results in quantifying an error that is
material in light of relevant quantitative and qualitative factors. SAB No. 108
is effective for periods ending after November 15, 2007. The adoption of SAB 108
did not have a material effect on the Company’s financial
statements.





In
December 2007, the FASB issued Staff Position (FSP) EITF 00-19-2, “Accounting
for Registration Payment Arrangements.” This FSP specifies that the contingent
obligation to make future payments or otherwise transfer consideration under a
registration payment arrangement, whether issued as a separate agreement or
included as a provision of a financial instrument or other agreement, should be
separately recognized and measured in accordance with FASB Statement No. 5,
“Accounting for Contingencies.” The guidance is effective for fiscal years
beginning December 15, 2007. The Company has evaluated the new pronouncement and
has determined that it will not have a significant impact on the determination
or reporting of its financial results.




In
December 2007, the Financial Accounting Standards Board (“FASB”) issued
Statement of Financial Accounting Standards (“SFAS”) No. 141R, “Business
Combinations” (“SFAS 141”), which replaces SFAS No. 141, “Business
Combinations.” SFAS 141R establishes principles and requirements for determining
how an enterprise recognizes and measures the fair value of certain assets and
liabilities acquired in a business combination, including noncontrolling
interests, contingent consideration, and certain acquired contingencies.
SFAS141R also requires acquisition-related transaction expense and restructuring
costs be expensed as incurred rather than capitalized as a component of the
business combination. SFAS 141R will be applicable prospectively to business
combinations for which the acquisition date is on or after the beginning of the
first annual reporting period on or after December 15, 2008. SFAS 141R would
have an impact on accounting for any businesses acquired after the effective
date of this pronouncement.
 
 In March
2008, the FASB issued Statement of Financial Accounting Standards No. 161
“Disclosure about Derivative Instruments and Hedging Activities - an amendment
of FASB Statement No. 133” (“SFAS 161”).  SFAS 161 changes the
disclosure requirements for derivative instruments and hedging
activities.  Entities are required to provide enhanced disclosures
about (a) how and why an entity uses derivative instruments, (b) how derivative
instruments and related hedged items are accounted for under SFAS No. 133 and
its related interpretations, and (c) how derivative instruments and related
hedged items affect an entity’s financial position, financial performance and
cash flows.  The guidance in SFAS 161 is effective for financial
statements issued for fiscal years and interim periods beginning after November
15, 2008, with early application encouraged.  This Statement
encourages, but does not require, comparative disclosures for earlier periods at
initial adoption.  The Company is evaluating the impact of this
pronouncement on the Company’s consolidated financial position, results of
operations and cash flows.
 
 In May
2008, the FASB issued FASB Statement No. 162, “The Hierarchy of Generally
Accepted Accounting Principles” (“FAS 162”). FAS 162 identifies the sources of
accounting principles and the framework for selecting the principles used in the
preparation of financial statements of nongovernmental entities that are
presented in conformity with accounting principles generally accepted in the
United States of America. FAS 162 will be effective 60 days following the SEC’s
approval of the Public Company Accounting Oversight Board amendments to AU
Section 411, “The Meaning of Present Fairly in Conformity with Generally
Accepted Accounting Principles.” It does not expect the adoption of FAS 162 to
have a material impact on the Company’s consolidated financial position, results
of operations and cash flows.





7





NEW YORK
RESIDENTIAL, INC.


(A
Development Stage Company)


NOTES TO
CONDENSED FINANCIAL STATEMENTS


(Unaudited)


NOTE
2: Certain Significant Accounting Policies - Continued





Recently Issued Accounting
Pronouncements - Continued





In
February, 2007, FASB issued SFAS No. 159, “The Fair Value Option for Financial
Assets and Financial Liabilities including an amendment of SFAS 115.” This
statement provides companies with an option to report selected financial assets
and liabilities at fair value.  This statement is effective for fiscal
years beginning after November 15, 2007 with early adoption
permitted.  The application of this statement had no material impact
on the financial position or results of the Company’s operations.





In May,
2008, FASB issued SFAS No. 162, "The Hierarchy of Generally Accepted Accounting
Principles" ("SFAS 162"). SFAS 162 identifies the sources of accounting
principles and the framework for selecting the principles used in the
preparation of financial statements of nongovernmental entities that are
presented in conformity with generally accepted accounting principles (GAAP) in
the United States (the GAAP hierarchy). SFAS 162 is effective 60 days following
the SEC's approval of the Public Company Accounting Oversight Board amendments
to AU Section 411, "The Meaning of Present Fairly in Conformity With Generally
Accepted Accounting Principles".  The Company has evaluated the new
pronouncement and has determined that it will not have a significant impact on
the determination or reporting of its financial results.





Management
does not believe that any other recently issued, but not yet effective,
accounting standards if currently adopted would have a material effect on the
financial statements.





Note
3: Proposed Offering




The
proposed offering calls for the Company to offer for public sale up to 2,940,000
units (‘‘units’’) at a price of $1.00 per unit. Each unit consists of one share
of the Company’s common stock, $.001 par value, and one redeemable common Stock
purchase warrant (“warrant”). Each warrant will entitle the holder to purchase
from the Company one share of common stock at an exercise price of $.75
commencing one year from the effective date of the proposed offering and
expiring four years from the effective date of the proposed offering. The
warrants will be redeemable, at a price of $.01 per warrant upon thirty (30)
days notice after the warrants become exercisable, only in the event that the
last sale price of the common stock is at least $1.50 per share for any 20
trading days within a 30 trading day period ending three business days before
the Company send the notice of redemption.




In the
event, the Company calls the warrants for redemption, the Company has agreed
that any warrants purchased by its directors during the nine month period
following separate trading of the warrants will be exercisable by them on a
cashless basis.





No
warrants will be exercisable unless at the time of exercise a prospectus
relating to common stock issuable upon exercise of the warrants is current and
the common stock has been registered or qualified or deemed to be exempt under
the securities laws of the state of residence of the holder of the
warrants.  Under the terms of the warrant agreement, the Company has
agreed to meet these conditions and use its best efforts to maintain a current
prospectus relating to common stock issuable upon exercise of the warrants until
the expiration of the warrants.  However, the Company cannot assure
that it will be able to do so.  The warrants may be deprived of any
value and the market for the warrants may be limited if the prospectus relating
to the common stock issuable upon the exercise of the warrants is not current or
if the common stock is not qualified or exempt from qualification in the
jurisdictions in which the holders of the warrants reside.  Under no
circumstances will the Company  be obligated to net cash settle any of
the warrants.





As of
September 30, 2008, the Company has capitalized approximately $262,000 of deferred offering
costs in connection with the proposed offering.




NOTE
4 – Promissory Note Related Party
  At
September 30, 2008, the Company has a $42,193 promissory note from Robert
Kornstein, the sole officer and director of the Company. The note bears interest
of 15% and is payable on the consummation of the proposed
offering.  As of September 30, 2008, $8,453 of accrued interest is
owed to Robert Kornstein.





8




ITEM
2.                 MANAGEMENT'S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS





Overview





We are a Delaware company incorporated
on December 5, 2005 in order to serve as a vehicle to invest in, renovate and,
in some cases, manage and operate residential real estate in the New York
metropolitan area.





During
2006, we completed the renovation of one apartment in New York City.
 During 2007 and 2008, we entered into agreements to engage in the design
and renovation of two additional residential apartments in New York City, as
well as the design and construction of a residential home in Kent, Connecticut.
We expect to generate revenue from these agreements.  We have
completed the design and have commenced construction on one of the two
residential apartments in New York City.  The second apartment in New
York City, as well as the residential home in Kent, Connecticut, is currently in
the design phase and no construction on these two properties has commenced. We
intend to utilize cash derived from the proceeds of this offering, together with
mortgage financing, in order to effect our initial property acquisition.
Although we intend to apply substantially all of the net proceeds of this
offering applied toward effecting our initial property acquisition and
renovation of such property as described in this prospectus, the proceeds are
not otherwise being designated for any more specific purposes. Accordingly,
prospective investors will invest in us without an opportunity to evaluate the
specific merits or risks of any one or more property acquisitions.





Our property acquisitions may be
delayed due to any number of factors, including those relating to due diligence,
mortgage financing and a seller’s preparation for the closing.  Due to
the current credit environment and lack of available credit to finance one or
more property acquisitions, although we are currently researching potential
acquisition(s), we believe now is not the appropriate time to consummate one or
more property acquisitions.In the alternative, we may acquire a
building whose rental income is subject to delinquencies or which requires
substantial funding to maintain or renovate any of which could render such a
building financially unstable. While we ultimately plan to purchase additional
residential properties, we will probably have the ability, as a result of our
limited resources, to effect only a single property
acquisition.





Critical
Accounting Policies and Estimates




Revenue
and Cost Recognition




Revenues from fixed-price construction
contracts are recognized on the completed contract method. This method is used
because the typical contract is completed in two months or less and financial
position and results of operations do not vary significantly from those that
would result from use of the percentage-of-completion method. A contract is
considered complete when all costs except insignificant items have been incurred
and the construction meets specifications or has been accepted by the
customer.




Revenues from time and material
contracts are recognized currently as the work is performed. Contract costs
include all direct material and labor costs and those indirect costs related to
contract performance, such as indirect labor, supplies, tools, repairs, and
depreciation costs. General and administrative costs are charged to expense as
incurred.  Provisions for estimated losses on uncompleted contracts
are made in the period in which such losses are determined.  Costs in
excess of amounts billed are classified as current assets, and billings in
excess of costs are classified as current liabilities.





Income
Taxes





In July 2006, the Financial Accounting
Standards Board issued Interpretation No. 48, "Accounting for Uncertainty in
Income Taxes - an Interpretation of FASB Statement No. 109" (the
"Interpretation"). The Interpretation establishes for all entities a minimum
threshold for financial statement recognition of the benefit of tax positions,
and requires certain expanded disclosures. The Interpretation is effective for
fiscal years beginning after December 31, 2006, and is to be applied to all open
tax years as of the date of effectiveness. The adoption of the Interpretation
did not have a material impact on our financial statements.




9




Deferred income taxes are provided for
the differences between the bases of assets and liabilities for financial
reporting and income tax purposes.  A valuation allowance is
established when necessary to reduce deferred tax assets to the amount expected
to be realized.





Results
of Operations





To date, our operating activities have
consisted of renovation of a residential property owned by others. We have
generated approximately $125,000 from such activities (almost all of which were
from the renovation of a single apartment in New York City in the year ended
December 31, 2006). After deducting costs of $13,070, we had net loss of $10,945
for the year ended December 31, 2007.  In addition, after deducting net
costs of $101,874, we had net income of $16,146 for the year ended December 31,
2006. The project was billed on a fixed-price basis. Our President and CEO
directly coordinated the project, and independent contractors were hired as
needed.  The costs included direct material and labor costs and those
indirect costs related to performance of the contract, such as indirect labor,
supplies, tools, repairs, and depreciation costs.  We are not certain
at this point whether or not we will continue to pursue renovation projects
pending our initial property acquisition.





For the
three months ended September 30, 2008 and 2007, we had a net loss of $(1,254)
and $(6,960), respectively.





For the
nine months ended September 30, 2008 and 2007, we had a net loss of $(5,749) and
$(6,124), respectively.




Liquidity
and Capital Resources




As of September 30, 2008, we have been
financed by our President.  We intend to utilize cash derived
from the proceeds of our offering (as described below) pursuant to our
registration statement which was declared effective by the SEC on November 10,
2008, together with mortgage financing, if necessary and available, to effect
our initial property investment.  Due to
the current credit environment and lack of available credit to finance one or
more property acquisitions, although we are currently researching potential
acquisition(s), we believe now is not the appropriate time to consummate one or
more property acquisitions.We have not yet entered into any
arrangements with a lender to provide such mortgage financing nor have we
determined what amount, if any, we will require, which determination will depend
in part on the amount of proceeds we received from this offering.  We
may be unable to obtain mortgage financing on terms which we find economically
feasible or acceptable.




Following our initial investment, we
will likely require additional funding in order to continue purchasing
properties, which will likely include the issuance of additional equity or debt
securities.  The issuance of additional shares of our common stock
will result in dilution to our existing shareholders, which could be
substantial. Such issuance could even cause a change in control of the company
and also could create an overhang in the market for our common stock causing the
price to decline.  Similarly, if we issue debt securities, it could
result in default and foreclosure on our properties if our operating revenues
are insufficient to pay our debt obligations or could restrict our ability to
obtain additional financing, if necessary, if the debt securities contain
covenants restricting our ability to obtain additional financing.




Commencing on the date of our
prospectus and ending on February 9, 2009, we are offering for sale, on a
best-efforts basis, units of securities of
our company at an offering price of $1.00 per unit. Each unit consists of: (i)
one share of our common stock; and (ii) one warrant to purchase one share of
common stock.





Assuming sale of all units in our
offering, of which we can offer no assurances, we estimate that the net proceeds
from the sale of the units, after deducting offering expenses of approximately
$262,000, will be approximately $2,678,000.




The warrants will become exercisable on
November 10, 2009 at a price of $.75.




The
warrants will expire at 5:00 p.m., New York City time, onNovember 10,
2012 or earlier upon redemption.  We may redeem the outstanding
warrants:




·
            in whole and not in part;·
            at a price of $.01 per warrant at any time after the warrants become
      exercisable;










10


·
              upon a minimum of 30 days’ prior written notice of redemption;
      and·
              if, and only if, the last sales price of our common stock equals or
      exceeds $1.50 per share for any 20 trading days within a 30 trading day
      period ending three business
                daysbefore
      we send the notice of redemption.


In the event we call the warrants for
redemption, we have agreed that any warrants purchased by our directors during
the six month period following separate trading of the warrants will be
exercisable by them on a cashless basis.





No warrants will be exercisable unless
at the time of exercise a prospectus relating to common stock issuable upon
exercise of the warrants is current and the common stock has been registered or
qualified or deemed to be exempt under the securities laws of the state of
residence of the holder of the warrants.  Under the terms of the
warrant agreement, we have agreed to meet these conditions and use our best
efforts to maintain a current prospectus relating to common stock issuable upon
exercise of the warrants until the expiration of the
warrants.  However, we cannot assure you that we will be able to do
so.  The warrants may be deprived of any value and the market for the
warrants may be limited if the prospectus relating to the common stock issuable
upon the exercise of the warrants is not current or if the common stock is not
qualified or exempt from qualification in the jurisdictions in which the holders
of the warrants reside.  Under no circumstances will we be obligated to net
cash settle any of the warrants. In the event that these warrants are not
exercisable, we will not be able to realize any of the proceeds from the
exercise of such warrants.





We intend to use substantially all of
the net proceeds of our offering to effect our initial property acquisition,
including identifying and evaluating prospective properties for acquisition,
selecting properties and negotiating and consummating their
acquisition.  We believe that, upon consummation of this offering
(assuming the sale of all units offered hereby), the funds available to us will
be sufficient to allow us to operate for at least the next 10-12 months,
assuming that we make only our initial property acquisition during that
time.  However, if we are able to sell only a portion of the units
offered hereby, we may require more additional funding than
anticipated.  We plan to scale the size of our initial property
acquisition and operations to the amount of proceeds received in this offering,
but we may require additional funding if we are unable to do so.  If
we do sell all of the units offered hereby, we do not believe we will need to
raise additional funds following this offering in order to meet the expenditures
required for operating our business.  However, we still may need to
raise additional funds through a private offering of debt or equity securities
if such funds are required to consummate additional property acquisitions that
are presented to us.  Also, we intend to use mortgage financing to
acquire real estate going forward.





Our
condensed financial statements have been prepared assuming we will continue as a
going concern, which contemplates the realization of assets and
satisfaction of liabilities in the normal course of business. We have
incurred net losses of approximately $4,048 since inception. Additionally, we
had a net working capital deficiency of approximately $213,000 at September 30,
2008.  In addition, we are not generating any revenues. These
factors raise substantial doubt about our ability to continue operating as a
going concern.   Our condensed financial statements do not
include any adjustments that might result from the outcome of this
uncertainty.





Our financial statements are prepared
in accordance with United States generally accepted accounting principles.
Preparation of the statements in accordance with theses principles requires that
we make estimates, using available data and our judgment, for such things as
valuing assets, accruing liabilities and estimating expenses.  The
following is a list of what we feel are the most critical estimates that we make
when preparing our financial statements.




Off-Balance
Sheet Arrangements





We do not have any off balance sheet
arrangements that are reasonably likely to have a current or future effect on
our financial condition, revenues, results of operations, liquidity or capital
expenditures.




11




Recently
Issued Accounting Pronouncements




In September 2006, the Financial
Accounting Standards Board (FASB) issued SFAS No. 157, “Fair Value
Measurements.” SFAS No. 157 establishes a single definition of fair value and a
framework for measuring fair value, sets out a fair value hierarchy to be used
to classify the source of information used in fair value measurements, and
requires new disclosures of assets and liabilities measured at fair value based
on their level in the hierarchy. This statement applies under other accounting
pronouncements that require or permit fair value measurements. In February 2008,
the FASB issued Staff Positions (FSPs) No. 157-1 and No. 157-2, which,
respectively, remove leasing transactions from the scope of SFAS No. 157 and
defer its effective date for one year relative to certain nonfinancial assets
and liabilities. As a result, the application of the definition of fair value
and related disclosures of SFAS No. 157 (as impacted by these two FSPs) was
effective for the Company beginning January 1, 2008 on a prospective basis with
respect to fair value measurements of (a) nonfinancial assets and liabilities
that are recognized or disclosed at fair value in the Company’s financial
statements on a recurring basis (at least annually) and (b) all financial assets
and liabilities. This adoption did not have a material impact on the Company’s
results of operations or financial condition. The remaining aspects of SFAS No.
157 for which the effective date was deferred under FSP No. 157-2 are currently
being evaluated by the Company. Areas impacted by the deferral relate to
nonfinancial assets and liabilities that are measured at fair value, but are
recognized or disclosed at fair value on a nonrecurring basis. This deferral
applies to such items as nonfinancial assets and liabilities initially measured
at fair value in a business combination (but not measured at fair value in
subsequent periods) or nonfinancial long-lived asset groups measured at fair
value for an impairment assessment. The effects of these remaining aspects of
SFAS No. 157 are to be applied to fair value measurements prospectively
beginning January 1, 2009.





In September 2006, the SEC issued SAB
No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying
Misstatements in Current Year Financial Statements.” SAB No. 108 addresses how
the effects of prior year uncorrected misstatements should be considered when
quantifying misstatements in current year financial statements. SAB No. 108
requires companies to quantify misstatements using a balance sheet and income
statement approach and to evaluate whether either approach results in
quantifying an error that is material in light of relevant quantitative and
qualitative factors. SAB No. 108 is effective for periods ending after November
15, 2007. The adoption of SAB 108 did not have a material effect on the
Company’s financial statements.





In December 2007, the FASB issued Staff
Position (FSP) EITF 00-19-2, “Accounting for Registration Payment Arrangements.”
This FSP specifies that the contingent obligation to make future payments or
otherwise transfer consideration under a registration payment arrangement,
whether issued as a separate agreement or included as a provision of a financial
instrument or other agreement, should be separately recognized and measured in
accordance with FASB Statement No. 5, “Accounting for Contingencies.” The
guidance is effective for fiscal years beginning December 15, 2007. The Company
has evaluated the new pronouncement and has determined that it will not have a
significant impact on the determination or reporting of its financial
results.




In
December 2007, the Financial Accounting Standards Board (“FASB”) issued
Statement of Financial Accounting Standards (“SFAS”) No. 141R, “Business
Combinations” (“SFAS 141”), which replaces SFAS No. 141, “Business
Combinations.” SFAS 141R establishes principles and requirements for determining
how an enterprise recognizes and measures the fair value of certain assets and
liabilities acquired in a business combination, including noncontrolling
interests, contingent consideration, and certain acquired contingencies.
SFAS141R also requires acquisition-related transaction expense and restructuring
costs be expensed as incurred rather than capitalized as a component of the
business combination. SFAS 141R will be applicable prospectively to business
combinations for which the acquisition date is on or after the beginning of the
first annual reporting period on or after December 15, 2008. SFAS 141R would
have an impact on accounting for any businesses acquired after the effective
date of this pronouncement.




In February, 2007, FASB issued SFAS No.
159, “The Fair Value Option for Financial Assets and Financial Liabilities
including an amendment of SFAS 115.” This statement provides companies with an
option to report selected financial assets and liabilities at fair
value.  This statement is effective for fiscal years beginning after
November 15, 2007 with early adoption permitted.  The application of
this statement had no material impact on the financial position or results of
the Company’s operations.




In March
2008, the FASB issued Statement of Financial Accounting Standards No. 161
“Disclosure about Derivative Instruments and Hedging Activities - an amendment
of FASB Statement No. 133” (“SFAS 161”).  SFAS 161 changes the
disclosure requirements for derivative instruments and hedging
activities.  Entities are required to provide enhanced disclosures
about (a) how and why an entity uses derivative instruments, (b) how derivative
instruments and related hedged items are accounted for under SFAS No. 133 and
its related interpretations, and (c) how derivative instruments and related
hedged items affect an entity’s financial position, financial performance and
cash flows.  The guidance in SFAS 161 is effective for financial
statements issued for fiscal years and interim periods beginning after November
15, 2008, with early application encouraged.  This Statement
encourages, but does not require, comparative disclosures for earlier periods at
initial adoption.  The Company is evaluating the impact of this
pronouncement on the Company’s consolidated financial position, results of
operations and cash flows.


In May, 2008, FASB issued SFAS No. 162,
"The Hierarchy of Generally Accepted Accounting Principles" ("SFAS 162"). SFAS
162 identifies the sources of accounting principles and the framework for
selecting the principles used in the preparation of financial statements of
nongovernmental entities that are presented in conformity with generally
accepted accounting principles (GAAP) in the United States (the GAAP hierarchy).
SFAS 162 is effective 60 days following the SEC's approval of the Public Company
Accounting Oversight Board amendments to AU Section 411, "The Meaning of Present
Fairly in Conformity With Generally Accepted Accounting
Principles".  The Company has evaluated the new pronouncement and has
determined that it will not have a significant impact on the determination or
reporting of its financial results.




Management
does not believe that any other recently issued, but not yet effective,
accounting standards if currently adopted would have a material effect on the
financial statements.




12






ITEM
3.                 QUANTITATIVE
AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK





Not applicable.





ITEM
4T.              CONTROLS
AND PROCEDURES





Management’s Report On Internal Control Over
Financial Reporting.





Our management is responsible for
establishing and maintaining adequate internal control over financial reporting
for our company in accordance with as defined in Rules 13a-15(f) and 15d-15(f)
under the Exchange Act. Our internal control over financial reporting is
designed to provide reasonable assurance regarding the (i) effectiveness and
efficiency of operations, (ii) reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with
generally accepted accounting principles, and (iii) compliance with applicable
laws and regulations. Our internal controls framework is based on the criteria
set forth in the Internal Control - Integrated Framework issued by the Committee
of Sponsoring Organizations of the Treadway Commission (COSO).





Because of its inherent limitations,
internal control over financial reporting may not prevent or detect
misstatements. Also, projections of any evaluation of effectiveness to future
periods are subject to the risk that controls may become inadequate because of
changes in conditions, or that the degree of compliance with the policies or
procedures may deteriorate.





Management’s assessment of the
effectiveness of our internal control over financial reporting is as of the
quarter ended September 30, 2008. We believe that internal control over
financial reporting is effective. We do not have a segregation of duties amongst
management since we only have one officer serving on our
behalf.  Notwithstanding, we have not identified any material
weaknesses considering the nature and extent of our current operations or any
risks or errors in financial reporting under current operations.





Disclosure
Controls and Procedures





Under the supervision and with the
participation of our sole officer, who serves as our principal executive officer
and principal financial officer, we conducted an evaluation of the effectiveness
of the design and operation of our disclosure controls and procedures, as
defined in Rule 13a-15(3) under the Exchange Act as of the end of the period
covered by this report (the “Evaluation
Date”).  Based on this evaluation, our principal executive
officer and principal financial officer concluded as of the Evaluation Date that
our disclosure controls and procedures were effective such that the information
relating to our company required to be disclosed in our reports (i) is recorded,
processed, summarized and reported within the time periods specified in SEC
rules and forms and (ii) is accumulated and communicated to our management,
including our principal executive officer and principal financial officer, as
appropriate, to allow timely decisions regarding required
disclosure.





Our management, including our principal
executive officer and principal financial officer, does not expect that our
disclosure controls and procedures or our internal controls will prevent all
error and all fraud.  A control system, no matter how well conceived
and operated, can provide only reasonable, not absolute, assurance that the
objectives of the control system are met.  Further, the design of a
control system must reflect the fact that there are resource constraints and the
benefits of controls must be considered relative to their costs.  Due
to the inherent limitations in all control systems, no evaluation of controls
can provide absolute assurance that all control issues and instances of fraud,
if any, within our company have been detected.




13




Changes
In Internal Control Over Financial Reporting





There was no change in our internal
control over financial reporting that occurred during the fiscal quarter ended
September 30, 2008, that has materially affected, or is reasonably likely to
materially affect, our internal control over financial reporting.





PART
II





ITEM
1.                 LEGAL
PROCEEDINGS





We are currently not a party to any
material pending legal proceedings and no such action by, or to the best of
our knowledge, against our company has been threatened.





ITEM
1A.              RISK
FACTORS





Not applicable.





ITEM
2.                 UNREGISTERED
SALES OF EQUITY SECURITIES AND USE OF PROCEEDS





None.





ITEM
3.                 DEFAULTS
ON SENIOR SECURITIES





None.





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





None.





ITEM
5.                 OTHER
INFORMATION





None.





ITEM
6.                 EXHIBITS





The exhibits listed below are required
by Item 601 of Regulation S-K.  Each management contract or
compensatory plan or arrangement required to be filed as an exhibit to this
Form 10-Q has been identified.





Exhibit No.
                  Exhibit Name31.1
                  Certification
      of Chief Executive Officer, pursuant to Rule 13a-14(a) of the Exchange
      Act, as enacted by Section 302 of the Sarbanes-Oxley Act of
      2002.31.2
                  Certification
      of Chief Financial Officer, pursuant to Rule 13a-14(a) of the Exchange
      Act, as enacted by Section 302 of the Sarbanes-Oxley Act of
      2002.32.1
                  Certification
      of Chief Executive Officer pursuant to 18 United States Code Section
      1350,  as enacted by Section 906 of the Sarbanes-Oxley Act of
      2002.32.2
                  Certification
      of Chief Financial Officer pursuant to 18 United States Code Section 1350,
      as enacted by Section 906 of the Sarbanes-Oxley Act of
    2002.





14





SIGNATURES





Pursuant to the requirements of Section
13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.








Date:
      December 15, 2008
                                          
                                          NEW
      YORK RESIDENTIAL, INC./s/
      Robert KornsteinRobert
      KornsteinPresident
      and Chief Executive Officer(Principal
      Executive Officer)Acting
      Chief Financial Officer(Principal
      Accounting and Financial
Officer)
      15