UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON,
D.C. 20549





FORM
10-Q





(Mark
One)





x
           QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934





For the
quarterly period ended  September 30, 2009





o
           TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934





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)
            (Zip
      Code)











(917)
439-3838


(Registrant's
telephone number, including area code)








Indicate
by check mark whether the registrant: (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.


Yes 
x No  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 the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).


Yes 
o
    No  x





Number of
outstanding shares of the registrant's par value $0.001 common stock, as of
November 16, 2009: 3,060,000.














N E W
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 September 30, 2009 (unaudited) and December 31,
      2008Condensed
      Statements of Income/Operations for the three months ended September 30,
      2009 and 2008
              and for the nine
      months ended September 30, 2009 and 2008 and for the period from December
      5, 2005
              (inception) to
      September 30, 2009 (unaudited)
            F-2Condensed
      Statement of Stockholders’ Deficiency for the period from December 5, 2005
      (inception) to September 30, 2009 (unaudited)
            F-3Condensed
      Statements of Cash Flows for the nine months ended September 30, 2009 and
      2008 and for the period
              from December 5,
      2005 (inception) to September 30, 2009
    (unaudited)
            F-4Notes to
      Condensed Financial Statements
            F-5
      to F-10Item
      2.
            Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operations
            2Item
      3.
            Quantitative and
      Qualitative Disclosures About Market Risk
            5Item
      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
            6Item
      3.
            Defaults on Senior
      Securities
            6Item
      4.
            Submission of
      Matters to a Vote of Security Holders
            6Item
      5.
            Other
      Information
            6Item
      6.
            Exhibits
            7Signatures
            8










Table of Contents





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 included in our other filings with the
Securities and Exchange Commission (the “SEC”).  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
 Table of Contents





PART
I. FINANCIAL INFORMATION





Item
1. Financial Statements








NEW YORK
RESIDENTIAL, INC.


(A
Development Stage Company)


CONDENSED
BALANCE SHEETS





September
      30,
              2009
            
            
            December 31,
              2008ASSETS
            
            (Unaudited)Current
      assets:Cash
      and cash equivalents
            
            $
            33,036
            
            
            $
            80,828Prepaid
      expenses
            
            
            3,195
            
            
            
            2,072Total
      assets
            
            
            36,231
            
            
            
            82,900LIABILITIES
      AND STOCKHOLDERS' DEFICIENCYCurrent
      liabilities:Accrued
      income taxes
            
            
            -
            
            
            
            600Billings
      in excess of costs
            
            
            131,475
            
            
            
            125,655Accrued
      liabilities, including amount owed to related party of
      $13,709 and
              $9,953
      at September 30, 2009 and December 31, 2008, respectively
            
            
            226,874
            
            
            
            208,382Shareholder promissory
      note
            
            
            21,311
            
            
            
            41,311Total
      current liabilities
            
            
            379,660
            
            
            
            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
            
            
            (396,756)
            
            
            
            (346,375)Total
      stockholders’ deficiency
            
            
            (343,429)
            
            
            
            (293,048)Total
      liabilities and stockholders’ deficiency
            
            $
            36,231
            
            
            $
            82,900





See notes
to these condensed financial statements.





F-1
 Table of Contents




N E W
YORK RESIDENTIAL, INC.


(A
Development Stage Company)


CONDENSED
STATEMENTS OF INCOME/OPERATIONS


(UNAUDITED)








For
      the Three Months
              Ended
              September
      30,
            
            
            For
      the Nine Months
              Ended
              September
      30,
            
            
            December
      5,
              2005
              (inception)
      to
              September
      30,2009
            
            
            2008
            
            
            2009
            
            
            2008
            
            
            2009Contract
      revenues
            
            $
            165,741
            
            
            $
            -
            
            
            $
            165,741
            
            
            $
            -
            
            
            $
            291,086Costs
      and expenses:Costs
      of contracts completed
            
            
            112,162
            
            
            
            -
            
            
            
            112,162
            
            
            
            -
            
            
            
            222,286General
      and administrative costs
            
            
            36,248
            
            
            
            43
            
            
            
            100,201
            
            
            
            2,116
            
            
            
            121,845Interest
      expense
            
            
            700
            
            
            
            1,211
            
            
            
            3,759
            
            
            
            3,633
            
            
            
            13,712Write-off
      of deferred offering expenses
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            324,272Formation
      costs
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            3,500Total
      operating expenses
            
            
            149,110
            
            
            
            1,254
            
            
            
            216,122
            
            
            
            5,749
            
            
            
            685,615Income
      (Loss) from operations before income
              taxes
            
            
            16,631
            
            
            
            (1,254
            )
            
            
            (50,381
            )
            
            
            (5,749
            )
            
            
            (394,529)Provision
      for income taxes
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            2,227Net
      Income (Loss)
            
            $
            16,631
            
            
            $
            (1,254
            )
            
            $
            (50,381
            )
            
            $
            (5,749
            )
            
            $
            (396,756
            )Net
      Income (Loss) per common share-Basic
              and
      Diluted
            
            $
            0.01
            
            
            $
            (0.00)
            
            
            $
            (0.02)
            
            
            $
            (0.00)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.





F-2
 Table of Contents





N E W
YORK RESIDENTIAL, INC.


(A
Development Stage Company)


CONDENSED
STATEMENT OF STOCKHOLDERS’ DEFICIENCY


For the
period from December 5, 2005 (Inception) to September 30, 2009


(UNAUDITED)








AccumulatedAdditional
            
            deficit
            
            TotalCommon
      Stock
            
            paid-in-
            
            during
      the
            
            Stockholders’Shares
            
            Amount
            
            capital
            
            development
      stage
            
            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
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            (50,381
            )
            
            
            (50,381
            )Balance
      at September 30, 2009
            
            
            3,060,000
            
            
            $
            3,060
            
            
            $
            50,267
            
            
            $
            (396,756
            )
            
            $
            (343,429
            )





See notes
to these condensed financial statements.





F-3
 Table of Contents





N E W
YORK RESIDENTIAL, INC.


(A
Development Stage Company)


CONDENSED STATEMENTS OF CASH FLOWS


(UNAUDITED)





For
      the Nine Months Ended
              September
      30,
            
            
            For
      the Period
              December
      5,
              2005
              (inception)
              to
      September 30,2009
            
            
            2008
            
            
            2009CASH
      FLOWS FROM OPERATING ACTIVITIES:Net
      loss
            
            $
            (50,381
            )
            
            $
            (5,749
            )
            
            $
            (396,756
            )Write-off
      of deferred offering costs
            
            
            -
            
            
            
            -
            
            
            
            324,272Changes
      in operating liabilities:Income
      taxes payable
            
            
            (600
            )
            
            
            (600
            )
            
            
            -Accrued
      liabilities
            
            
            18,492
            
            
            
            (2,368
            )
            
            
            28,445Prepaid
      expenses
            
            
            (1,123
            )
            
            
            -
            
            
            
            (3,195
            )Billings
      in excess of costs
            
            
            5,820
            
            
            
            56,114
            
            
            
            131,475NET
      CASH FLOWS (USED IN) PROVIDED BY OPERATING ACTIVITIES
            
            
            (27,792)
            
            
            
            47,397
            
            
            
            84,241CASH
      FLOWS FROM FINANCING ACTIVITIES:Proceeds from the sale of common stock
            
            
            -
            
            
            
            -
            
            
            
            53,327Note
      proceeds from shareholder
            
            
            30,000
            
            
            
            10,500
            
            
            
            93,137Note
      repayments to shareholder
            
            
            (50,000)
            
            
            
            -
            
            
            
            (71,826
            )Payment of costs of the proposed public offering
            
            
            -
            
            
            
            (13,384)
            
            
            
            (125,843
            )NET
      CASH USED IN FINANCING ACTIVITIES
            
            
            (20,000)
            
            
            
            (2,884)
            
            
            
            (51,205
            )Net
      (decrease) increase  in cash and cash
equivalents
            
            
            (47,792)
            
            
            
            44,513
            
            
            
            33,036Cash
      and cash equivalents, Beginning of period
            
            
            80,828
            
            
            
            15,387
            
            
            
            -Cash
      and cash equivalents, End of period
            
            $
            33,036
            
            
            $
            59,900
            
            
            $
            33,036Supplemental
      Disclosures:CASH
      PAID DURING THE PERIODS FOR:Income
      taxes
            
            $
            600
            
            
            $
            600
            
            
            $
            1,927Non-cash
      Investing and Financing Activities:Accrued
      Offering Expenses
            
            $
            -
            
            
            $
            63,974
            
            
            $
            198,429





See
notes to these condensed financial statements.





F-4
 Table of Contents





N OT ES
TO CONDENSED FINANCIAL STATEMENTS


(UNAUDITED)





NOTE
1: Organization, Going Concern and Management Plan





Organization and Basis of
Accounting





New York
Residential, Inc. (the “Company”, “we”, “us” or “our”) 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 first of the projects for which the Company was
engaged in 2007 and 2008 has been completed and paid in full.  The
second is 95% complete and 95% paid.  We entered and completed another
renovation project during 2009.





The
Company is considered a development stage company and as such, has generated no
significant operating revenues and from December 5, 2005 (inception) to
September 30, 2009, has incurred cumulative operating losses of $394,529. At
this time, there are no additional projects on backlog and the Company does not
plan to bid for additional projects until the Company completes it proposed
offering (Note 4).







The
accompanying unaudited interim condensed financial statements as of
September 30, 2009, for the three and nine months then ended September 30,
2009 and 2008 and from the period from December 5, 2005 (inception) to September
30, 2009, have been prepared in accordance with accounting principles generally
accepted in the United States of America for interim financial information and
pursuant to the instructions to Form 10-Q and Article 8 of Regulation S-X of the
Securities and Exchange Commission (“SEC”) and on the same basis as
the annual audited financial statements. The unaudited interim condensed balance
sheet as of September 30, 2009, unaudited interim condensed statements of
income / operations for the three and nine months ended September 30, 2009
and 2008 and from the period from December 5, 2005 (inception) to September 30,
2009, the unaudited interim condensed statement of stockholders’
deficiency  for the nine months ended September 30, 2009, and the
unaudited interim condensed statements of cash flows for the nine months ended
September 30, 2009 and 2008  and from December 5, 2005
(inception) to September 30, 2009 are unaudited, but include all adjustments,
consisting only of normal recurring adjustments, which we consider necessary for
a fair presentation of the financial position, operating results and cash flows
for the periods presented. The results for the three and nine months ended
September  30, 2009 are not necessarily indicative of results to be
expected for the year ending December 31, 2009 or for any future interim
period. The condensed balance sheet at December 31, 2008 has been derived
from audited financial statements; however, these notes to the condensed
financial statements do not include all of the information and notes required by
accounting principles generally accepted in the United States of America for
complete financial statements. The accompanying unaudited interim condensed
financial statements should be read in conjunction with the financial statements
and notes thereto included in our Annual Report on Form 10-K for the year ended
December 31, 2008 as filed with the SEC.








Going Concern and
Managements Plans





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 $396,756 since inception
and was provided with $84,241 of cash from operations for the period from
December 5, 2005 (inception) to September 30, 2009. As of September 30, 2009,
the Company had a net working capital deficiency of $343,429 and $396,756 of
accumulated deficit. 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.





F-5
 Table of Contents





NEW YORK
RESIDENTIAL, INC.


(A
Development Stage Company)


NOTES TO
CONDENSED FINANCIAL STATEMENTS


(UNAUDITED)







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 $21,000 through
September 30, 2009. The Company's sole director and officer has 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
 Table of Contents




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 September 30, 2009, billings in excess of costs totaled
$131,475.





Income
(Loss) Per Share





The
Company computes basic income (loss) per share in accordance with FASB
Accounting Standards Codification (“ASC”) Topic 260 by dividing net income
(loss) by the weighted-average number of shares of common stock outstanding
during the periods presented. Diluted income (loss) attributable to common
shares adjusts basic income (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 income (loss) per share as
their effect would be anti-dilutive.










F-7
 Table of Contents





NEW YORK
RESIDENTIAL, INC.


(A
Development Stage Company)


NOTES TO
CONDENSED FINANCIAL STATEMENTS


(UNAUDITED)





NOTE
2 – Summary of Significant Accounting Policies - continued




Recently
Implemented Accounting Guidance





The
Financial Accounting Standards Board (“FASB”), in June 2009, issued new
accounting guidance that established the FASB Accounting Standards
Codification, ("Codification" or “ASC”) as the single source of
authoritative generally accepted accounting principles (“GAAP”) to be
applied by nongovernmental entities, except for the rules and interpretive
releases of the SEC under authority of federal securities laws, which
are sources of authoritative GAAP for SEC registrants.  The FASB will
no longer issue new standards in the form of Statements, FASB Staff Positions,
or Emerging Issues Task Force Abstracts; instead the FASB will issue Accounting
Standards Updates. Accounting Standards Updates will not be authoritative in
their own right as they will only serve to update the Codification. These
changes and the Codification itself do not change GAAP. This new guidance became
effective for interim and annual periods ending after September 15, 2009.
 Other than the manner in which new accounting guidance is referenced, the
adoption of these changes did not have a material effect on the Company’s
consolidated financial statements.





In
December 2007, the FASB issued new accounting guidance, under ASC Topic 805 on
business combinations, which established principles and requirements as to how
acquirers recognize and measure in these financial statements the identifiable
assets acquired, the liabilities assumed, noncontrolling interests and goodwill
acquired in the business combination or a gain from a bargain purchase.
 This guidance is effective for business combinations with an acquisition
date on or after the beginning of the first annual reporting period beginning on
or after December 15, 2008.   This guidance will have an impact on the
Company’s accounting for any future business acquisitions.





In
December 2007, the FASB issued new accounting guidance, under ASC Topic 810 on
consolidations, which establishes the accounting for noncontrolling interests in
a subsidiary and the deconsolidation of a subsidiary. This guidance requires (a)
the ownership interest in the subsidiary held by parties other than the parent
to be clearly identified and presented in the consolidated balance sheet within
equity, but separate from the parent’s equity, (b) the amount of consolidated
net income attributable to the parent and to the noncontrolling interest to be
clearly identified and presented on the face of the consolidated statement of
operations and (c) changes in a parent’s ownership interest while the parent
retains its controlling financial interest in its subsidiary to be accounted for
consistently. Entities must provide sufficient disclosures that clearly identify
and distinguish between the interests of the parent and the interests of the
noncontrolling owners. This guidance is effective for financial statements
issued for fiscal years beginning on or after December 15, 2008, and interim
periods within those fiscal years. This guidance will have an impact on the
Company’s accounting for any future business acquisitions.





In April
2008, the FASB issued new accounting guidance, under ASC Topic 350 on
intangibles, which outlines the requirements for determining the useful life of
an intangible asset.  The new guidance is intended to improve the
consistency between the useful life of a recognized intangible asset and the
period of expected cash flows used to measure the fair value of the asset.
Companies estimating the useful life of a recognized intangible asset must now
consider their historical experience in renewing or extending similar
arrangements or, in the absence of historical experience, must consider
assumptions that market participants would use about renewal or extension as
adjusted for entity-specific factors. This guidance is effective for financial
statements issued for fiscal years beginning on or after December 15, 2008, and
interim periods within those fiscal years.  The Company expects the new
guidance to have an impact on the accounting for any future business
acquisitions.





In
November 2008, the FASB issued new accounting guidance, under ASC Topic 323 on
investments-- equity method and joint ventures, relating to the accounting for
equity method investments.  This guidance addresses how the initial
carrying value of an equity method investment should be determined, how it
should be tested for impairment, and how changes in classification from equity
method to cost method should be treated.  This guidance is effective on a
prospective basis in fiscal years beginning on or after December 15, 2008, and
interim periods within those fiscal years.  The Company expects this
guidance to have an impact on its accounting for any future business
acquisitions.





In
May 2009, the FASB issued new accounting guidance, under ASC Topic 855 on
subsequent events, which sets forth: 1) the period after the balance sheet date
during which management of a reporting entity should evaluate events or
transactions that may occur for potential recognition or disclosure in the
financial statements; 2) the circumstances under which an entity should
recognize events or transactions occurring after the balance sheet date in its
financial statements; and 3) the disclosures that an entity should make about
events or transactions that occurred after the balance sheet date. This guidance
was effective for interim and annual periods ending after June 15, 2009.
The adoption of this guidance did not have a material effect on the Company’s
consolidated financial statements.





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
interim condensed financial statements.





F-8
 Table of Contents





NEW YORK
RESIDENTIAL, INC.


(A
Development Stage Company)


NOTES TO
CONDENSED FINANCIAL STATEMENTS


(UNAUDITED)





NOTE
3 – Shareholder Promissory Note





At
December 31, 2008 there was $41,311 principal amount and $9,953 of accrued and
unpaid interest owed by the Company to its sole officer and director pursuant to
a promissory note.  During the nine months ended September 30, 2009,
the sole officer and director advanced the Company an additional $30,000 under
the promissory note.  During the third quarter of 2009, the Company
repaid $50,000 of the outstanding principal amount of this promissory
note.  As of September 30, 2009  the Company owes $21,311
principal amount and $13,709 accrued and unpaid  interest under this
note.  The note bears interest at 15% per annum and is payable on the
consummation of the proposed offering.





NOTE
4 – Stockholders’ Equity





Proposed
Offering





Commencing
on the date of  its prospectus (November 10, 2008) and ending during
the quarter ended September 30, 2009, the Company had   offered to the
public up to 2,940,000 units (‘‘units’’) at a price of $1.00 per unit (the
“Offering”). The Company has suspended the Offering, but intends to extend the
Offering for a period of six months after receiving the applicable regulatory
approvals to allow such extension. 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 upon issuance and expiring three years from the initial closing 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 proposed warrant agreement, the
Company will agree 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
September 30, 2009, the Company has capitalized approximately $324,272 of costs
in connection with the Offering and at December 31, 2008, these costs were
charged to operations due to continued delays in completing the
Offering.





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


F-9
 Table of Contents


NEW YORK
RESIDENTIAL, INC.


(A
Development Stage Company)


NOTES TO
CONDENSED FINANCIAL STATEMENTS


(UNAUDITED)





NOTE 5 – Commitments and
Contingencies





Billings in Excess of
Costs


As of
September 30, 2009, the Company has no significant backlog of signed
contracts.





Below is
a summary of billings in excess of costs at September 30, 2009:





Total
              Estimated
              Contract
            
            
            Costs
              Incurred
      to
            
            
            Billings
      to
            
            
            Billings
      in
              Excess
      ofProject
            
            Revenues
            
            
            Date
            
            
            Date
            
            
            CostsRenovation
      2
            
            $
            420,000
            
            
            $
            336,158
            
            
            $
            420,418
            
            
            $
            84,260Renovation
      3
            
            
            20,000
            
            
            
            -
            
            
            
            20,000
            
            
            
            20,000Renovation
      4
            
            
            -
            
            
            
            22,670
            
            
            
            49,885
            
            
            
            27,215Total
            
            $
            440,000
            
            
            $
            358,828
            
            
            $
            490,303
            
            
            $
            131,475





Current Economic
Crisis





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 receive from our offering.  We may be unable to
obtain mortgage financing on terms which we find economically feasible or
acceptable.





NOTE
6- Subsequent Events Review





The
Company has evaluated its September 30, 2009 condensed financial statements for
subsequent events through November 16, 2009 the date the financials were issued.
The Company is not aware of any subsequent events which would require
recognition or disclosure in the condensed financial statements.




F-10
 Table of Contents





I
TE M
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 any cash derived from the proceeds
of the 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 proposed public offering of units (the “Offering”) applied toward
effecting our initial property acquisition and renovation of such property as
described in our prospectus relating to the Offering, 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 property acquisitions, as we believe that the
current economic climate is still uncertain.  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
 Table of Contents





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 residential properties
owned by others. We have generated revenue of approximately $291,000 from such
activities (which were from the renovation of a single apartment in New York
City during the year ended December 31, 2006 and a renovation of a single
apartment in New York City during the third quarter of 2009).  For the
three and nine months ended September 30, 2009, we recognized revenue on one
project totaling $165,741. After deducting operating costs of $149,110, we had
net income of $16,631 for the three months ended September 30,
2009.  After deducting operating costs of $216,122, we had a net loss
of $(50,381) for the nine months ended September 30, 2009.  In
addition, after deducting operating costs of $1,254 and $5,749, respectively we
had net losses of $(1,254) and $(5,749) for the three and nine months ended
September 30, 2008, respectively. Our President and CEO directly coordinated the
projects, and independent contractors were hired as needed.  The costs
included direct material and labor costs and those indirect costs related to
performance of the contracts, 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





Liquidity
and Capital Resources





As of
September 30, 2009, we have recently been financed by loans made to us
by our President and CEO.  We intend to utilize any cash derived
from the proceeds of the Offering (as described below), 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 offered for sale, ending during the quarter ended
September 30, 2009, on a best-efforts basis, units of securities of our company
at an offering price of $1.00 per unit.  We have suspended the
Offering, but intend to extend the Offering for a period of six months after
receiving the applicable regulatory approvals to allow such
extension.  Each unit consists of: (i) one share of our common stock;
and (ii) one warrant to purchase one share of common stock.





3
 Table of Contents





We have
not sold, or received any commitments from public investors to purchase, the
units offered by us in the Offering.  Assuming sale of all units in
the 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 $325,000, will be approximately $2,675,000.





The
warrants will be immediately exercisable at a price of $.75.





The
warrants will expire at 5:00 p.m., New York City time, three years following the
initial closing of the Offering 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 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, 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 the 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
the Offering (assuming the sale of all units offered in the Offering), 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 in the Offering, 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 the Offering,
but we may require additional funding if we are unable to do so.  If
we do sell all of the units offered in the Offering, we do not believe we will
need to raise additional funds following the 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
incurred net losses of $396,756 since inception and our operating activities
have provided $84,241 of cash for the period from December 5, 2005 (inception)
to September 30, 2009. As of September 30, 2009, we have had a net working
capital deficiency of $343,429 and $396,756 of accumulated
deficit.  In addition, we have  started to
generate  revenue, but we cannot guarantee that we will continue to
generate revenue going forward.  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
 Table of Contents





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
Implemented Accounting Guidance





The FASB,
in June 2009, issued new accounting guidance that established the FASB
Accounting Standards Codification, ("Codification" or “ASC”) as the
single source of authoritative GAAP to be applied by nongovernmental
entities, except for the rules and interpretive releases of the SEC under
authority of federal securities laws, which are sources of authoritative
GAAP for SEC registrants.  The FASB will no longer issue new standards in
the form of Statements, FASB Staff Positions, or Emerging Issues Task Force
Abstracts; instead the FASB will issue Accounting Standards Updates. Accounting
Standards Updates will not be authoritative in their own right as they will only
serve to update the Codification. These changes and the Codification itself do
not change GAAP. This new guidance became effective for interim and annual
periods ending after September 15, 2009.  Other than the manner in which
new accounting guidance is referenced, the adoption of these changes did not
have a material effect on the Company’s consolidated financial
statements.





In
December 2007, the FASB issued new accounting guidance, under ASC Topic 805 on
business combinations, which established principles and requirements as to how
acquirers recognize and measure in these financial statements the identifiable
assets acquired, the liabilities assumed, noncontrolling interests and goodwill
acquired in the business combination or a gain from a bargain purchase.
 This guidance is effective for business combinations with an acquisition
date on or after the beginning of the first annual reporting period beginning on
or after December 15, 2008.   This guidance will have an impact on the
Company’s accounting for any future business acquisitions.





In
December 2007, the FASB issued new accounting guidance, under ASC Topic 810 on
consolidations, which establishes the accounting for noncontrolling interests in
a subsidiary and the deconsolidation of a subsidiary. This guidance requires (a)
the ownership interest in the subsidiary held by parties other than the parent
to be clearly identified and presented in the consolidated balance sheet within
equity, but separate from the parent’s equity, (b) the amount of consolidated
net income attributable to the parent and to the noncontrolling interest to be
clearly identified and presented on the face of the consolidated statement of
operations and (c) changes in a parent’s ownership interest while the parent
retains its controlling financial interest in its subsidiary to be accounted for
consistently. Entities must provide sufficient disclosures that clearly identify
and distinguish between the interests of the parent and the interests of the
noncontrolling owners. This guidance is effective for financial statements
issued for fiscal years beginning on or after December 15, 2008, and interim
periods within those fiscal years. This guidance will have an impact on the
Company’s accounting for any future business acquisitions.





In April
2008, the FASB issued new accounting guidance, under ASC Topic 350 on
intangibles, which outlines the requirements for determining the useful life of
an intangible asset.  The new guidance is intended to improve the
consistency between the useful life of a recognized intangible asset and the
period of expected cash flows used to measure the fair value of the asset when
the underlying arrangement includes renewal or extension of terms that would
require substantial costs or result in a material modification to the asset upon
renewal or extension. Companies estimating the useful life of a recognized
intangible asset must now consider their historical experience in renewing or
extending similar arrangements or, in the absence of historical experience, must
consider assumptions that market participants would use about renewal or
extension as adjusted for entity-specific factors. This guidance is effective
for financial statements issued for fiscal years beginning on or after December
15, 2008, and interim periods within those fiscal years.  The Company
expects the new guidance to have an impact on the accounting for any future
business acquisitions.





In
November 2008, the FASB issued new accounting guidance, under ASC Topic 323 on
investments-- equity method and joint ventures, relating to the accounting for
equity method investments.  This guidance addresses how the initial
carrying value of an equity method investment should be determined, how it
should be tested for impairment, and how changes in classification from equity
method to cost method should be treated.  This guidance is effective on a
prospective basis in fiscal years beginning on or after December 15, 2008, and
interim periods within those fiscal years.  The Company expects this
guidance to have an impact on its accounting for any future business
acquisitions.





In
May 2009, the FASB issued new accounting guidance, under ASC Topic 855 on
subsequent events, which sets forth: 1) the period after the balance sheet date
during which management of a reporting entity should evaluate events or
transactions that may occur for potential recognition or disclosure in the
financial statements; 2) the circumstances under which an entity should
recognize events or transactions occurring after the balance sheet date in its
financial statements; and 3) the disclosures that an entity should make about
events or transactions that occurred after the balance sheet date. This guidance
was effective for interim and annual periods ending after June 15, 2009.
The adoption of this guidance did not have a material effect on the Company’s
consolidated financial statements.





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.





I
TE M
3.               
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK





Not
applicable.





5
 Table of Contents





I
TE M
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(e) 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 September 30, 2009, that has materially affected, or is
reasonably likely to materially affect, our internal control over financial
reporting.





PART
II





I
TE M
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.





I
TE M
1A.             RISK
FACTORS





Not
applicable.





I
TE M
2.                UNREGISTERED
SALES OF EQUITY SECURITIES AND USE OF PROCEEDS





None.





I
TE M
3.                DEFAULTS
ON SENIOR SECURITIES





None.





I
TE M
4.                SUBMISSIONOFMATTERS TO A VOTE OF SECURITY HOLDERS





None.





I
TE M
5.                OTHER
INFORMATION





None.





6
 Table of Contents





I
TE M
6.                     EXHIBITS





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.

















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SIGNATURES





Pursuant
to the requirements 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:
      November 16, 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)

















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