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 March 31,
2009





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


(Registrant's
telephone number, including area code)





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 xNo o





Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files).


Yes o No o





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 May
13, 2009: 3,060,000.














NEW YORK RESIDENTIAL,
INC.




FORM
10-Q


INDEX








PAGESpecial
      Note Regarding Forward-Looking Statements
                                                                  
                                                                  1PART I
                                                                  
                                                                  FINANCIAL
      INFORMATION
                                                                  
                                                                  F-1Item
      1.
                                                                  
                                                                  Condensed
      Balance Sheets as of March 31, 2009 (unaudited) and December 31,
      2008
                                                                  
                                                                  F-1Condensed
      Statement of Operations for the three months ended March 31, 2009 and 2008
      (unaudited) and for the period from December 5, 2005 (inception) to March
      31, 2009 (unaudited)
                                                                  
                                                                  F-2Condensed
      Statement of Stockholders’ Deficiency for the period from December 5, 2005
      (inception) to three months ended March 31, 2009
    (unaudited)
                                                                  
                                                                  F-3Condensed
      Statement of Cash Flows for the three months ended March 31, 2009 and 2008
      and for the period from December 5, 2005 (inception) to three months ended
      March 31, 2009 (unaudited)
                                                                  
                                                                  F-4Notes
      to Condensed Financial Statements
                                                                  
                                                                  F-5
      to F-11Item
      2.
                                                                  
                                                                  Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operations
                                                                  
                                                                  2Item
      3.
                                                                  
                                                                  Quantitative
      and Qualitative Disclosures About Market Risk
                                                                  
                                                                  6Item
      4T.
                                                                  
                                                                  Controls
      and Procedures
                                                                  
                                                                  6PART II
                                                                  
                                                                  OTHER
      INFORMATION
                                                                  
                                                                  6Item
      1.
                                                                  
                                                                  Legal
      Proceedings
                                                                  
                                                                  6Item
      1A.
                                                                  
                                                                  Risk
      Factors
                                                                  
                                                                  6Item
      2.
                                                                  
                                                                  Unregistered
      Sales of Equity Securities and Use of Proceeds
                                                                  
                                                                  7Item
      3.
                                                                  
                                                                  Defaults
      on Senior Securities
                                                                  
                                                                  7Item
      4.
                                                                  
                                                                  Submission
      of Matters to a Vote of Security Holders
                                                                  
                                                                  7Item
      5.
                                                                  
                                                                  Other
      Information
                                                                  
                                                                  7Item
      6.
                                                                  
                                                                  Exhibits
                                                                  
                                                                  7Signatures
                                                                  
                                                                  8









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




March
      31,
                    2009
                  
                  
                  December 31,
                    2008ASSETS
                  
                  (Unaudited)Current
      assets:Cash
      and cash equivalents
                  
                  $
                  24,560
                  
                  
                  $
                  80,828Prepaid
      expenses
                  
                  
                  1,507
                  
                  
                  
                  2,072Total
      assets
                  
                  $
                  26,067
                  
                  
                  $
                  82,900LIABILITIES
      AND STOCKHOLDERS' DEFICIENCYCurrent
      liabilities:Accrued
      income taxes
                  
                  $
                  300
                  
                  
                  $
                  600Billings
      in excess of costs
                  
                  
                  93,479
                  
                  
                  
                  125,655Accrued
      liabilities, including amount owed to related party of
      $11,481  and
                    $
      9,953 at March 31, 2009 and December 31, 2008,
respectively
                  
                  
                  214,296
                  
                  
                  
                  208,382Shareholder promissory
      note
                  
                  
                  41,311
                  
                  
                  
                  41,311Total
      current liabilities
                  
                  
                  349,386
                  
                  
                  
                  375,948Stockholders'
      deficiency:Preferred
      stock, $.001 par value; 1,000,000 shares
                    authorized
      -0- shares issued and outstanding
                  
                  
                  -
                  
                  
                  
                  -Common
      stock, $.001 par value; 20,000,000 shares authorized –
                    3,060,000
      shares issued and outstanding
                  
                  
                  3,060
                  
                  
                  
                  3,060Additional
      paid-in capital
                  
                  
                  50,267
                  
                  
                  
                  50,267Accumulated
      deficit during development stage
                  
                  
                  (376,646
      )
                  
                  
                  
                  (346,375)Total
      stockholders’ deficiency
                  
                  
                  (323,319)
                  
                  
                  
                  (293,048)Total
      liabilities and stockholders’ deficiency
                  
                  $
                  26,067
                  
                  
                  $
                  82,900




See notes
to these condensed financial statements.




F-1





NEW YORK RESIDENTIAL, INC.


(A
Development Stage Company)


CONDENSED
STATEMENTS OF OPERATIONS


(UNAUDITED)





For
      the Three Months
                                Ended
      March 31,
                              
                              
                              For
      the Period
                                December
      5, 2005
                                (inception)
      to
                                March
      31,2009
                              
                              
                              2008
                              
                              
                              2009Contract
      revenues
                              
                              $
                              -
                              
                              
                              $
                              -
                              
                              
                              $
                              125,345-Costs
      and expenses:Costs
      of contracts completed
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              110,124General
      and administrative costs
                              
                              
                              28,743
                              
                              
                              
                              690
                              
                              
                              
                              50,387Interest
      expense
                              
                              
                              1,528
                              
                              
                              
                              1,211
                              
                              
                              
                              11,481Write-off
      of deferred offering costs
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              324,272Formation
      costs
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              3,500Total
      operating expenses
                              
                              
                              30,271
                              
                              
                              
                              1,901
                              
                              
                              
                              499,764Loss
      from operations before provision for income taxes
                              
                              
                              (30,271
                              )
                              
                              
                              (1,901
                              )
                              
                              
                              (374,419
                              )Provision
      for income taxes
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              2,227Net
      loss
                              
                              $
                              (30,271
                              )
                              
                              $
                              (1,901
                              )
                              
                              $
                              (376,646
                              )Net
      loss per common share-Basic and Diluted
                              
                              $
                              (0.01
                              )
                              
                              $
                              (0.00
                              )Weighted
      average number of shares outstanding-Basic and Diluted
                              
                              
                              3,060,000
                              
                              
                              
                              3,060,000







See notes to these condensed financial
statements.





F-2





NEW YORK RESIDENTIAL,
INC.


(A
Development Stage Company)


CONDENSED
STATEMENT OF STOCKHOLDERS’ DEFICIENCY


For the
period from December 5, 2005 (Inception) to March 31, 2009


(UNAUDITED)










Common
      StockShares
                        
                        Amount
                        
                        Additional
                          paid-in-
                          capital
                        
                        Accumulated
                          deficit
                          during
      the
                          development stage
                        
                        Total
                          Stockholders’
                          DeficiencyIssuance
      of Founders Sharesat
      $0.0174 per share
                        
                        
                        3,060,000
                        
                        
                        $
                        3,060
                        
                        
                        $
                        50,267
                        
                        
                        $
                        -
                        
                        
                        $
                        53,327Net
      loss
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        (3,500
                        )
                        
                        
                        (3,500
                        )Balance
      at December 31, 2005
                        
                        
                        3,060,000
                        
                        
                        
                        3,060
                        
                        
                        
                        50,267
                        
                        
                        
                        (3,500
                        )
                        
                        
                        49,827Net
      income
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        16,146
                        
                        
                        
                        16,146Balance
      at December 31, 2006
                        
                        
                        3,060,000
                        
                        
                        $
                        3,060
                        
                        
                        $
                        50,267
                        
                        
                        $
                        12,646
                        
                        
                        $
                        65,973Net
      loss
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        (10,945
                        )
                        
                        
                        (10,945
                        )Balance
      at December 31, 2007
                        
                        
                        3,060,000
                        
                        
                        $
                        3,060
                        
                        
                        $
                        50,267
                        
                        
                        $
                        1,701
                        
                        
                        $
                        55,028Net
      loss
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        (348,076
                        )
                        
                        
                        (348,076
                        )Balance
      at December 31, 2008
                        
                        
                        3,060,000
                        
                        
                        $
                        3,060
                        
                        
                        $
                        50,267
                        
                        
                        $
                        (346,375
                        )
                        
                        $
                        (293,048
                        )Net
      loss
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        (30,271
                        )
                        
                        
                        (30,271
                        )Balance
      at March 31, 2009
                        
                        
                        3,060,000
                        
                        
                        $
                        3,060
                        
                        
                        $
                        50,267
                        
                        
                        $
                        (376,646
                        )
                        
                        $
                        (323,319
                        )





See notes
to these condensed financial statements.




F-3





NEW YORK RESIDENTIAL, INC.


(A
Development Stage Company)


CONDENSED STATEMENTS
OF CASH FLOWS


(UNAUDITED)







For
      the Three Months Ended
                        March 31,
                      
                      
                      For
      the Period
                        December
      5,
                        2005
                        (inception)
                        to
      March 31,2009
                      
                      
                      2008
                      
                      
                      2009CASH
      FLOWS FROM OPERATING ACTIVITIES:Net
      loss
                      
                      $
                      (30,271
                      )
                      
                      $
                      (1,901
                      )
                      
                      $
                      (376,646
                      )Write-off
      of deferred offering costs
                      
                      
                      -
                      
                      
                      
                      
                      
                      
                      
                      324,272Changes
      in operating liabilities:Income
      taxes payable
                      
                      
                      (300
                      )
                      
                      
                      -
                      
                      
                      
                      300Accrued
      liabilities
                      
                      
                      5,915
                      
                      
                      
                      (2,173)
                      
                      
                      
                      15,868Prepaid
      expenses
                      
                      
                      565
                      
                      
                      
                      -
                      
                      
                      
                      (1,507
                      )Billings
      in excess of costs
                      
                      
                      (32,177)
                      
                      
                      
                      (600)
                      
                      
                      
                      93,478NET
      CASH FLOWS (USED IN) PROVIDED BY OPERATING ACTIVITIES
                      
                      
                      (56,268)
                      
                      
                      
                      (4,674
                      )
                      
                      
                      55,765CASH
      FLOWS FROM FINANCING ACTIVITIES:Proceeds from the sale of common stock
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      53,327Note
      proceeds from shareholder
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      63,137Note
      repayments to shareholder
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      (21,826
                      )Payment of costs of the proposed public offering
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      (125,843
                      )NET
      CASH USED IN FINANCING ACTIVITIES
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      (31,205
                      )Net
      (decrease) increase  in cash and cash
equivalents
                      
                      
                      (56,268)
                      
                      
                      
                      (4,674
                      )
                      
                      
                      24,560Cash
      and cash equivalents, Beginning of period
                      
                      
                      80,828
                      
                      
                      
                      15,387
                      
                      
                      
                      -Cash
      and cash equivalents, End of period
                      
                      $
                      24,560
                      
                      
                      $
                      10,713
                      
                      
                      $
                      24,560Supplemental
      Disclosures:CASH
      PAID DURING THE PERIODS FOR:Income
      taxes
                      
                      $
                      300
                      
                      
                      $
                      600
                      
                      
                      $
                      1,927Non-cash
      Investing and Financing Activities:Accrued
      Offering Expenses
                      
                      $
                      -
                      
                      
                      $
                      13,474
                      
                      
                      $
                      198,429




See
notes to these condensed financial statements.




F-4





NEW YORK RESIDENTIAL, INC.


(A
Development Stage Company)


NOTES TO
CONDENSED FINANCIAL STATEMENTS


(UNAUDITED)





NOTE
1: Organization, Going Concern and Management Plan




Organization and Basis of
Accounting





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.




During
2006, the Company completed the renovation of one apartment in New York City.
 During 2007 and 2008, the Company 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. The Company has completed the design and has commenced construction
on both residential apartments in New York City. The residential home in Kent,
Connecticut is currently in the design phase and no construction on this
property has commenced. The Company expects to generate revenue from these
agreements.





The
Company is considered a development stage company and as such, has generated no
significant operating revenues and has incurred cumulative operating losses of
approximately $376,646.





The
accompanying interim condensed 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 Form 10-K for the year ended
December 31, 2008. Operating results for the three months ended March 31, 2009
are not necessarily indicative of the results that may be expected for the
fiscal year ending December 31, 2009.




Going
Concern




The
unaudited interim 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 $376,646
since inception. Additionally, the Company had a net working capital deficiency
of approximately $323,319 at March 31, 2009. 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 4. The accompanying unaudited
interim condensed financial statements do not include any adjustments that might
result from the outcome of this uncertainty.





The
interim condensed financial statements as of March 31, 2009 and for the three
month period ended March 31, 2009 and 2008 and for the period from December 5,
2005 (inception) to March 31, 2009 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.


F-5
 
 NEW YORK RESIDENTIAL, INC.
 (A
Development Stage Company)
 NOTES TO
CONDENSED FINANCIAL STATEMENTS
 (UNAUDITED)


In the
opinion of management, all adjustments (consisting of normal recurring
adjustments) necessary to present a fair statement of financial position as of
March 31, 2009, and results of operations for the three month period ended March
31, and cash flows for the three months ended March 31, 2009 and 2008 and for
the period from December 5, 2005 (inception) to March 31, 2009 as applicable,
have been made. The results of operations for the three months ended March 31,
2009 are not necessarily indicative of the operating results for the full fiscal
year or any future periods. These interim condensed consolidated financial
statements should be read in conjunction with financial statements and notes
there to in the Company’s Report in Form 10-K for the year ended December 31,
2008.





Management’s
Plan





The
Company is a development stage company  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 4. 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 renovation of apartments, the sale of
its Common Stock totaling approximately $53,000 and from net advances from
the Company's sole director and officer totaling approximately $41,000 through
March 31, 2009. The Company's sole director and officer have agreed verbally to
fund the Company's operations through the closing of the proposed offering (Note
4).




NOTE
2 - Summary of Significant Accounting Policies




Cash
and Cash Equivalents





Cash and
cash equivalents represent cash on hand, demand deposits and all highly liquid
investments placed with banks or other financial institutions with original
maturities of three months or less.





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 is in
accordance with the specifications or has been accepted by the
customer.




Revenues
from time and material contracts are recognized currently as the work is
performed.




F-6





NEW YORK
RESIDENTIAL, INC.


(A
Development Stage Company)


NOTES TO
CONDENSED FINANCIAL STATEMENTS


(UNAUDITED)





NOTE
2 - Summary of Significant Accounting Policies-continued





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 under costs in excess
of billings on uncompleted contracts. Billings in excess of costs are classified
under current liabilities as billings in excess of costs on uncompleted
contracts. As of March 31, 2009, billings in excess of costs totaled
approximately $93,479.




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.




F-7




NEW YORK
RESIDENTIAL, INC.


(A
Development Stage Company)


NOTES TO
CONDENSED FINANCIAL STATEMENTS


(UNAUDITED)





NOTE
2 – Summary of Significant Accounting Policies - continued





Recently
Issued Accounting Pronouncements





In
October 2008, the FASB issued Staff Position No. FAS 157-3,
“Determining the Fair Value of a Financial Asset When the Market for That Asset
Is Not Active” (FSP FAS 157-3). FSP FAS 157-3 applies to financial
assets within the scope of accounting pronouncements that require or permit fair
value measurements in accordance with Statement No. 157. FSP FAS 157-3
clarifies the application of Statement No. 157 in a market that is not
active and provides an example to illustrate key considerations in determining
the fair value of a financial asset when the market for that financial asset is
not active. FSP FAS 157-3 is effective upon issuance and is to be applied
to prior periods for which financial statements have not been issued. The
Company has adopted FSP FAS 157-3 effective October 10, 2008. The
adoption of FSP FAS 157-3 has not materially affected the Company’s
financial position, results of operations or cash flows.





In
December 2007, the FASB issued SFAS No. 141R, "Business Combinations" ("SFAS
141R"), 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.  SFAS
141R also requires acquisition-related transaction expenses 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 beginning on or after December
15, 2008.





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)




F-8





NEW YORK
RESIDENTIAL, INC.


(A
Development Stage Company)


NOTES TO
CONDENSED FINANCIAL STATEMENTS


(UNAUDITED)





NOTE
2 – Summary of Significant Accounting Policies-continued





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
adoption of SFAS 161 has not materially affected the Company’s financial
position, results of operations or cash flows.





In
April 2009, the Financial Accounting Standards Board (“FASB”) issued three
related Staff Positions: (i) FSP FAS 157-4, “Determining Fair Value When
the Volume and Level of Activity for the Asset or Liability have Significantly
Decreased and Identifying Transactions That Are Not Orderly” (“FSP FAS 157-4”),
(ii) FSP FAS 115-2 and FSP FAS 124-2, “Recognition and Presentation of
Other-Than-Temporary Impairments” (“FSP FAS 115-2” and “FSP FAS 124-2”), and
(iii) FSP FAS 107-1 and APB 28-1, “Interim Disclosures about Fair Value of
Financial Instruments” (“FSP FAS 107-1” and “APB 28-1”), which will be effective
for interim and annual periods ending after June 15, 2009. FSP FAS 157-4
provides guidance on how to determine the fair value of financial assets and
liabilities under SFAS No. 157, “Fair Value Measurements” (“SFAS 157”) in
the current economic environment and reemphasizes that the objective of a fair
value measurement remains an exit price. If there has been a significant
decrease in the volume and level of activity of the asset or liability in
relation to normal market activities, quoted market values may not be
representative of fair value. As a result, a change in valuation technique or
the use of multiple valuation techniques may be appropriate. FSP FAS 115-2 and
FSP FAS 124-2 modify the requirements for recognizing other-than-temporarily
impaired debt securities and revise the existing impairment model for such
securities, by modifying the current intent and ability indicator in determining
whether a debt security is other-than-temporarily impaired. FSP FAS 107-1 and
APB 28-1 enhance the disclosure of instruments under the scope of SFAS 157 for
both interim and annual periods. The Company is currently evaluating the impact
of adopting these Staff Positions.





NOTE
3 – Shareholder Promissory Note




At March
31, 2009 and December 31, 2008, the Company had a $41,311 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 March 31, 2009, $11,481 of accrued interest is owed
to Robert Kornstein.  As of December 31, 2008, $9,953 of accrued
interest is owed to Robert Kornstein.





F-9




NEW YORK
RESIDENTIAL, INC.


(A
Development Stage Company)


NOTES TO
CONDENSED FINANCIAL STATEMENTS


(UNAUDITED)





NOTE
4 – Stockholders’ Equity





Proposed
Offering




Commencing
on the date of  the prospectus (November 10, 2008) and ending on
August 10, 2009, the Company’s  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.





Through
December 31, 2008, the Company has capitalized approximately $324,272 of costs
in connection with the proposed offering and at December 31, 2008, these costs
were charged to operations due to continued delays in completing this proposed
offering.





The
Company has not sold, or received any commitments from public investors to
purchase, any of the units as described in this proposed offering.





There is
presently no public market for the Company’s units, common stock or warrants.
The Company has applied for quotation of the units offered hereby on the OTC
Bulletin Board. Assuming the units are accepted for quotation, the Company
anticipates that its common stock and the warrants will be quoted on the OTC
Bulletin Board as soon as practicable after they are able to be traded
separately. The Company plans for the common stock and warrants to be
separately tradable.  However, the Company cannot be certain that they will
be accepted for quotation.  The Company expects that these securities
will be separately tradable commencing the 90 th day
following the date of its Prospectus Supplement (May 7, 2009) or on such date
thereafter as they are approved for quotation, unless the board of directors
approves an earlier date.





F-10




NEW YORK
RESIDENTIAL, INC.


(A
Development Stage Company)


NOTES TO
CONDENSED FINANCIAL STATEMENTS


(UNAUDITED)





NOTE
4 - Commitments




As of
March 31, 2009, the Company has no significant backlog of signed
contracts.




Below is
a summary of billings in excess of costs at March 31, 2009:





Project
                          
                          Total
      Estimated Contract
                            Revenues
                          
                          
                          Costs
      Incurred to
                            Date
                          
                          
                          Billings
      to
                            Date
                          
                          
                          Billings
      in Excess of
                            CostsRenovation
      1
                          
                          $
                          139,535
                          
                          
                          $
                          104,435
                          
                          
                          $
                          164,770
                          
                          
                          $
                          60,335Renovation
      2
                          
                          
                          362,643
                          
                          
                          
                          107,357
                          
                          
                          
                          140,500
                          
                          
                          
                          33,143Total
                          
                          $
                          502,178
                          
                          
                          $
                          211,792
                          
                          
                          $
                          305,270
                          
                          
                          $
                          93,478




F-11




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





WE URGE YOU TO READ THE FOLLOWING
DISCUSSION IN CONJUNCTION WITH OUR FINANCIAL STATEMENTS AND THE
NOTES THERETO BEGINNING ON PAGE F-1. THIS DISCUSSION MAY CONTAIN
FORWARD-LOOKING STATEMENTS THAT INVOLVE SUBSTANTIAL RISKS AND UNCERTAINTIES. OUR ACTUAL RESULTS,
PERFORMANCE OR ACHIEVEMENTS COULD DIFFER MATERIALLY FROM THOSE EXPRESSED OR
IMPLIED BY THE FORWARD-LOOKING STATEMENTS AS A   RESULT OF A NUMBER OF FACTORS,
INCLUDING BUT NOT LIMITED TO THE RISKS AND UNCERTAINTIES DISCUSSED UNDER THE
HEADING “RISK FACTORS” IN OUR FILINGS WITH THE SEC. IN ADDITION,  SEE
“SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS” SET FORTH IN THIS
REPORT.





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 both residential
apartments in New York City.  The residential home in Kent,
Connecticut is currently in the design phase and no construction on this
property has commenced. We intend to utilize cash derived from the proceeds of
our initial public 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 our offering applied toward effecting
our initial property acquisition and renovation of such property as described in
our prospectus, the proceeds are not otherwise being designated for any more
specific purposes. Accordingly, our 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




Cash
and Cash Equivalents





Cash and cash equivalents represent
cash on hand, demand deposits and all highly liquid investments placed with
banks or other financial institutions with original maturities of three months
or less.





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.




2




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.





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 $30,271, we
had net loss of $(30,271) for the three months ended March 31, 2009. 
In addition, after deducting net costs of $1,901, we had net loss of $(1,901)
for the three months ended March 31, 2008. 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 March 31, 2009 and 2008, we had a net loss of
$(30,271) and $(1,901), respectively.




Liquidity
and Capital Resources




As of
March 31, 2009, 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 our 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.




Pursuant
to our registration statement which was declared effective by the SEC on
November 10, 2008, we are offering for sale through August 10, 2009, 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.




3




We have
not sold, or received any commitments from public investors to purchase, the
units being offered pursuant to our registration statement which was declared
effective by the SEC on November 10, 2008.  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;


·
            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 days before 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
our 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 our 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 our 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
unaudited interim 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
an accumulated deficit of approximately $323,319 since inception. Additionally,
we had a net working capital deficiency of approximately $323,319 at March 31,
2009.  In addition, we are not generating any revenues. These factors
raise substantial doubt about our ability to continue operating as a going
concern.   Our unaudited interim condensed financial statements
do not include any adjustments that might result from the outcome of this
uncertainty.




4




Our unaudited interim condensed
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 unaudited interim condensed
financial statements.




Recently
Issued Accounting Pronouncements




In
October 2008, the FASB issued Staff Position No. FAS 157-3,
“Determining the Fair Value of a Financial Asset When the Market for That Asset
Is Not Active” (FSP FAS 157-3). FSP FAS 157-3 applies to financial
assets within the scope of accounting pronouncements that require or permit fair
value measurements in accordance with Statement No. 157. FSP FAS 157-3
clarifies the application of Statement No. 157 in a market that is not
active and provides an example to illustrate key considerations in determining
the fair value of a financial asset when the market for that financial asset is
not active. FSP FAS 157-3 is effective upon issuance and is to be applied
to prior periods for which financial statements have not been issued. The
Company has adopted FSP FAS 157-3 effective October 10, 2008. The
adoption of FSP FAS 157-3 has not materially affected the Company’s
financial position, results of operations or cash flows.
 
 In December 2007, the FASB issued SFAS
No. 141R, "Business Combinations" ("SFAS 141R"), 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.  SFAS 141R also requires acquisition-related
transaction expenses 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 beginning on or after December 15, 2008.
 
 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 adoption of SFAS 161 has not materially affected the
Company’s financial position, results of operations or cash
flows.




In April 2009, the Financial
Accounting Standards Board (“FASB”) issued three related Staff Positions:
(i) FSP FAS 157-4, “Determining Fair Value When the Volume and Level of
Activity for the Asset or Liability have Significantly Decreased and Identifying
Transactions That Are Not Orderly” (“FSP FAS 157-4”), (ii) FSP FAS 115-2
and FSP FAS 124-2, “Recognition and Presentation of Other-Than-Temporary
Impairments” (“FSP FAS 115-2” and “FSP FAS 124-2”), and (iii) FSP FAS 107-1
and APB 28-1, “Interim Disclosures about Fair Value of Financial Instruments”
(“FSP FAS 107-1” and “APB 28-1”), which will be effective for interim and annual
periods ending after June 15, 2009. FSP FAS 157-4 provides guidance on how
to determine the fair value of financial assets and liabilities under SFAS
No. 157, “Fair Value Measurements” (“SFAS 157”) in the current economic
environment and reemphasizes that the objective of a fair value measurement
remains an exit price. If there has been a significant decrease in the volume
and level of activity of the asset or liability in relation to normal market
activities, quoted market values may not be representative of fair value. As a
result, a change in valuation technique or the use of multiple valuation
techniques may be appropriate. FSP FAS 115-2 and FSP FAS 124-2 modify the
requirements for recognizing other-than-temporarily impaired debt securities and
revise the existing impairment model for such securities, by modifying the
current intent and ability indicator in determining whether a debt security is
other-than-temporarily impaired. FSP FAS 107-1 and APB 28-1 enhance the
disclosure of instruments under the scope of SFAS 157 for both interim and
annual periods. The Company is currently evaluating the impact of adopting these
Staff Positions.




5




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.





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.





ITEM
3.                     QUANTITATIVE
AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK





Not applicable.





ITEM
4T.                  CONTROLS
AND PROCEDURES





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.





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
March 31, 2009, 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.




From time
to time, we are a party to litigation or other legal proceedings that we
consider to be a part of the ordinary course of our business. We are not
involved currently in legal proceedings that could reasonably be expected to
have a material adverse effect on our business, prospects, financial condition
or results of operations. We may become involved in material legal proceedings
in the future.





ITEM
1A.                  RISK
FACTORS




Not applicable.




6




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.
 
 7
 
 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:
      May 15, 2009
                    NEW
      YORK RESIDENTIAL, INC./s/
      Robert KornsteinRobert
      KornsteinPresident
      and Chief Executive Officer(Principal
      Executive Officer)Acting
      Chief Financial Officer(Principal
      Accounting and Financial Officer)
 
 
 
  8