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 OF 1934





For the quarterly period ended  June 30, 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)
(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 filero
Accelerated fileroNon-accelerated filero
Smaller reporting companyx





Indicate by check mark whether the 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 August 17, 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 Sheet as of June 30, 2009 (unaudited) and December 31, 2008
F-1Condensed Statement of Operations for the three months ended June 30, 2009 and 2008
and for the six months ended June 30, 2009 and 2008 and for the period from December 5, 2005
(inception) to June 30, 2009 (unaudited)
F-2Condensed Statement of Stockholders’ Deficiency for the six months ended June 30, 2009 (unaudited)
F-3Condensed Statement of Cash Flows for the six months ended June 30, 2009 and 2008 and for the period
from December 5, 2005 (inception) to June 30, 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
7PART II
OTHER INFORMATION
7Item 1.
Legal Proceedings
7Item 1A.
Risk Factors
7Item 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
8Signatures
9








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 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
 Table of Contents





PART I. FINANCIAL INFORMATION





Item 1. Financial Statements








NEW YORK RESIDENTIAL, INC.


(A Development Stage Company)


CONDENSED BALANCE SHEETS





June 30,
2009


December 31,
2008ASSETS

(Unaudited)Current assets:Cash and cash equivalents

$
81,199


$
80,828Prepaid expenses


4,183



2,072Total assets

$
85,382


$
82,900LIABILITIES AND STOCKHOLDERS' DEFICIENCYCurrent liabilities:Accrued income taxes

$
300


$
600Billings in excess of costs


178,127



125,655Accrued liabilities, including amount owed to related party of $13,009 and
$9,953 at June 30, 2009 and December 31, 2008, respectively


225,704



208,382Shareholder promissory note


41,311



41,311Total current liabilities


445,442



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


(413,387)



(346,375)Total stockholders’ deficiency


(360,060)



(293,048)Total liabilities and stockholders’ deficiency

$
85,382


$
82,900





See notes to these condensed financial statements.





F-1
 Table of Contents





NEW YORK RESIDENTIAL, INC.


(A Development Stage Company)


CONDENSED STATEMENTS OF OPERATIONS


(UNAUDITED)








For the Three Months
Ended
June 30,


For the Six Months
Ended
June 30,


December 5,
2005
(inception) to
June 30,2009


2008


2009


2008


2009Contract revenues

$
-


$
-


$
-


$



$
125,345-Costs and expenses:Costs of contracts completed


-



-



-



-



110,124General and administrative costs


35,213



1,384



63,953



2,074



85,597Interest expense


1,528



1,211



3,059



2,422



13,012Write-off of deferred offering expenses


-



-



-



-



324,272Formation costs


-



-



-



-



3,500Total operating expenses


36,741



2,595



67,012



4,496



536,505Loss from operations before income taxes


(36,741
)


(2,595
)


(67,012
)


(4,496
)


(411,160)Provision for income taxes


-



-



-



-



2,227Net loss

$
(36,741
)

$
(2,595
)

$
(67,012
)

$
(4,496
)

$
(413,387
)Net 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




NEW YORK RESIDENTIAL, INC.


(A Development Stage Company)


CONDENSED STATEMENT OF STOCKHOLDERS’ DEFICIENCY


For the period from December 5, 2005 (Inception) to June 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


-



-



-



(67,012
)


(67,012
)Balance at June 30, 2009


3,060,000


$
3,060


$
50,267


$
(413,387
)

$
(360,060
)





See notes to these condensed financial statements.





F-3
 Table of Contents





NEW YORK RESIDENTIAL, INC.


(A Development Stage Company)


CONDENSED STATEMENTS OF CASH FLOWS


(UNAUDITED)





For the Six Months Ended
June 30,


For the Period
December 5,
2005
(inception)
to June 30,2009


2008


2009CASH FLOWS FROM OPERATING ACTIVITIES:Net loss

$
(67,012
)

$
(4,496
)

$
(413,387
)Write-off of deferred offering costs


-



-



324,272Changes in operating liabilities:Income taxes payable


(300
)


(600
)


300Accrued liabilities


17,322



(14,262
)


27,275Prepaid expenses


(2,111
)


-



(4,183
)Billings in excess of costs


52,472



20,000



178,127NET CASH FLOWS (USED IN) PROVIDED BY OPERATING ACTIVITIES


371



642



112,404CASH FLOWS FROM FINANCING ACTIVITIES:Proceeds from the sale of common stock


-



-



53,327Note proceeds from shareholder


-



10,500



63,137Note repayments to shareholder


-



-



(21,826
)Payment of costs of the proposed public offering


-



-



(125,843
)NET CASH USED IN FINANCING ACTIVITIES


-



10,500



(31,205
)Net (decrease) increase  in cash and cash equivalents


371



11,142



81,199Cash and cash equivalents, Beginning of period


80,828



15,387Cash and cash equivalents, End of period

$
81,199


$
26,529


$
81,199Supplemental 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
 Table of Contents





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 first of the 2007 and 2008 projects have been completed and paid in full.  The second is 95% complete and 95% paid.  We entered and completed another project during 2009.





The Company is considered a development stage company and as such, has generated no significant operating revenues and has incurred cumulative operating losses of $413,387.





The accompanying unaudited 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 and six months ended June 30, 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 $413,387 since inception. Additionally, the Company
had a net working capital deficiency of $360,060 at June 30, 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 unaudited  interim condensed financial statements as of June 30, 2009 and for the three month and six month periods ended June 30, 2009 and 2008 and for the period from December 5, 2005 (inception) to June 30, 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
 Table of Contents





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 June 30, 2009, and results of operations for the three and six month periods ended June 30, and cash flows for the six months ended June 30, 2009 and 2008 and for the period from December
5, 2005 (inception) to June 30, 2009 as applicable, have been made. The results of operations for the three and six months ended June 30, 2009 are not necessarily indicative of the operating results for the full fiscal year or any future periods. These unaudited 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 June 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 June 30, 2009, billings in excess of costs totaled $178,127





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 periods 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
 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 Issued Accounting Pronouncements








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
included the required disclosures at June 30, 2009.





In April 2009, FASB issued FASB Staff Position No. FAS 115-2 and FAS 124-2, “Recognition and Presentation of Other-Than-Temporary Impairments” (FSP 115-2 and 124-2).  FSP 115-2 and 124-2 amends the guidance on other-than-temporary impairment for debt securities and modifies the presentation and disclosure of other-than-temporary
impairments on debt and equity securities in the financial statements.  This FSP is effective for interim and annual periods ending after June 15, 2009.  The implementation of this standard did not have a material impact on the Company’s consolidated results of operations or financial condition.





F-8
 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





In April 2009, the FASB issued FASB Staff Position No. FAS 107-1 and APB 28-1, “Interim Disclosures about Fair Value of Financial Instruments” (FSP 107-1 and 28-1).  This FSP requires disclosure about fair value of financial instruments in interim periods, as well as annual financial statements.  FSP 107-1 and
28-1 is effective for interim periods ending after June 15, 2009. The implementation of this standard did not have a material impact on the Company’s results of operations or financial condition.





In May 2009, the FASB issued Statement No. 165, “Subsequent Events,” which establishes general standards of and accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. This FASB was effective for interim and annual periods
ending after June 15, 2009. The Company has complied with the requirements of FASB 165.





In June 2009, the Financial Accounting Standards Board (“FASB”) issued Statement No. 166, “Accounting for Transfers of Financial Assets — an amendment of FASB Statement No. 140” to improve the reporting for the transfer of financial assets resulting from (1) practices that have developed since the
issuance of FASB Statement No. 140, “Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities,” that are not consistent with the original intent and key requirements of that Statement and (2) concerns of financial statement users that many of the financial assets (and related obligations) that have been derecognized should continue to be reported in the financial statements of transferors. This Statement must be applied as of the beginning of each reporting
entity’s first annual reporting period that begins after November 15, 2009, for interim periods within that first annual reporting period and for interim and annual reporting periods thereafter. Earlier application is prohibited. The Company will review the requirements of FASB No. 166 and comply with its requirements. The Company does not expect that the adoption of this Statement will have a material impact on the Company’s financial statements.





In June 2009, the FASB issued Statement No. 167, “Amendments to FASB Interpretation No. 46(R)” to amend certain requirements of FASB Interpretation No. 46 (revised December 2003), “Consolidation of Variable Interest Entities” to improve financial reporting by enterprises involved with variable
interest entities and to provide more relevant and reliable information to users of financial statements. The Statement is effective as of the beginning of each reporting entity’s first annual reporting period that begins after November 15, 2009, for interim periods within that first annual reporting period, and for interim and annual reporting periods thereafter. Earlier application is prohibited. The Company will review the requirements of FASB No. 167 and comply with its requirements. The Company
does not expect that the adoption of this Statement will have a material impact on the Company’s financial statements.





In June 2009, the FASB issued Statement No. 168, “The FASB Accounting Standards CodificationTMand the Hierarchy of Generally Accepted Accounting Principles—a replacement
of FASB Statement No. 162.” Under the Statement,The FASB Accounting Standards Codification(Codification) will become the source of authoritative U.S. generally accepted accounting principles (GAAP) recognized by the FASB to be applied by nongovernmental entities. Rules and interpretive releases of the Securities and Exchange Commission (SEC) under authority
of federal securities laws are also sources of authoritative GAAP for SEC registrants. On the effective date of this Statement, the Codification will supersede all then-existing non-SEC accounting and reporting standards. All other non-grandfathered non-SEC accounting literature not included in the Codification will become non-authoritative. This Statement is effective for financial statements issued for interim and annual periods ending after September 15, 2009. The Company does not expect that the adoption
of this Statement will have a material impact on the Company’s financial statements.





NOTE 3 – Shareholder Promissory Note





At June 30, 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 June 30, 2009, $13,009 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
 Table of Contents





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 October 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 June 30, 2009, 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 90thday
following the date of its Prospectus Supplement, which is dated August 10, 2009, or on such date thereafter as they are approved for quotation, unless the board of directors approves an earlier date.




F-10
 Table of Contents





NEW YORK RESIDENTIAL, INC.


(A Development Stage Company)


NOTES TO CONDENSED FINANCIAL STATEMENTS


(UNAUDITED)




NOTE 4 - Commitments





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





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





Total Estimated Contract


Costs Incurred to


Billings to


Billings in Excess ofProject

Revenues


Date


Date


CostsRenovation 1

$
139,535


$
116,335


$
164,770


$
48,435Renovation 2


362,643



326,137



443,829



117,692Renovation 3


-



-



12,000



12,000Total

$
502,178


$
442,472


$
620,599


$
178,127





NOTE 5- Subsequent Events Review





The Company has evaluated its June 30, 2009 condensed financial statements for subsequent events through August 19, 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.










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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 ARESULT 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 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.





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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 $67,012, we had net loss
of $(67,012) for the three six months ended June 30, 2009.  In addition, after deducting net costs of $2,074, we had net loss of $(4,496) for the six months ended June 30, 2008. 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 six months ended June 30, 2009 and 2008, we had a net loss of $(67,012) and $(4,496), respectively.





Liquidity and Capital Resources





As of June 30, 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 October 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.





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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 $325,000, will be approximately $2,675,000.





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 $413,387 since inception. Additionally, we had a net working capital
deficiency of $360,060 at June 30, 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.





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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 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 our 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.. We have included the required disclosures at June 30,
2009.





In April 2009, FASB issued FASB Staff Position No. FAS 115-2 and FAS 124-2, “Recognition and Presentation of Other-Than-Temporary Impairments” (FSP 115-2 and 124-2).  FSP 115-2 and 124-2 amends the guidance on other-than-temporary impairment for debt securities and modifies the presentation and disclosure of other-than-temporary
impairments on debt and equity securities in the financial statements.  This FSP is effective for interim and annual periods ending after June 15, 2009.  The implementation of this standard did not have a material impact on our consolidated results of operations or financial condition.





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In April 2009, the FASB issued FASB Staff Position No. FAS 107-1 and APB 28-1, “Interim Disclosures about Fair Value of Financial Instruments” (FSP 107-1 and 28-1).  This FSP requires disclosure about fair value of financial instruments in interim periods, as well as annual financial statements.  FSP 107-1 and
28-1 is effective for interim periods ending after June 15, 2009. The implementation of this standard did not have a material impact on our results of operations or financial condition.





In May 2009, the FASB issued Statement No. 165, “Subsequent Events,” which establishes general standards of and accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. This FASB was effective for interim and annual periods ending after
June 15, 2009.  We have complied with the requirements of FASB 165.





In June 2009, the Financial Accounting Standards Board (“FASB”) issued Statement No. 166, “Accounting for Transfers of Financial Assets — an amendment of FASB Statement No. 140” to improve the reporting for the transfer of financial assets resulting from (1) practices that have developed since the issuance of
FASB Statement No. 140, “Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities,” that are not consistent with the original intent and key requirements of that Statement and (2) concerns of financial statement users that many of the financial assets (and related obligations) that have been derecognized should continue to be reported in the financial statements of transferors. This Statement must be applied as of the beginning of each reporting entity’s
first annual reporting period that begins after November 15, 2009, for interim periods within that first annual reporting period and for interim and annual reporting periods thereafter. Earlier application is prohibited. We will review the requirements of FASB No. 166 and comply with its requirements. We do not expect that the adoption of this Statement will have a material impact on our financial statements.




In June 2009, the FASB issued Statement No. 167, “Amendments to FASB Interpretation No. 46(R)” to amend certain requirements of FASB Interpretation No. 46 (revised December 2003), “Consolidation of Variable Interest Entities” to improve financial reporting by enterprises involved with variable interest entities and
to provide more relevant and reliable information to users of financial statements. The Statement is effective as of the beginning of each reporting entity’s first annual reporting period that begins after November 15, 2009, for interim periods within that first annual reporting period, and for interim and annual reporting periods thereafter. Earlier application is prohibited.  We will review the requirements of FASB No. 167 and comply with its requirements. We do not expect that the adoption
of this Statement will have a material impact on our financial statements.




In June 2009, the FASB issued Statement No. 168, “The FASB Accounting Standards Codification TM and the Hierarchy of Generally Accepted Accounting Principles—a replacement of FASB Statement No. 162.” Under the Statement, The FASB Accounting Standards Codification (Codification) will become the source of authoritative U.S.
generally accepted accounting principles (GAAP) recognized by the FASB to be applied by nongovernmental entities. Rules and interpretive releases of the Securities and Exchange Commission (SEC) under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants. On the effective date of this Statement, the Codification will supersede all then-existing non-SEC accounting and reporting standards. All other non-grandfathered non-SEC accounting literature not included in the Codification
will become non-authoritative. This Statement is effective for financial statements issued for interim and annual periods ending after September 15, 2009.  We do not expect that the adoption of this Statement will have a material impact on our 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.





ITEM 3.                QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK





Not applicable.




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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 June 30, 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.





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.




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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.







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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: August 19, 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)