UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

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

                     For the Quarter ended December 31, 2000

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



                           Commission File No. 0-27159

                      National Residential Properties, Inc.
                 (Name of Small Business Issuer in its charter)


                    Nevada                                  65-0439467
         (State or other jurisdiction of                 (I.R.S. Employer
          incorporation or organization                 Identification No.)

                   2921 NW Sixth Avenue, Miami, Florida 33127
                    (Address of principal executive offices)

                                 (305) 573-8882
                 (Issuer's Telephone Number Including Area Code)



               (former name, former address and former fiscal year
                          if changed since last report)

     Check  whether  the issuer (1) filed all  reports  required  to be filed by
Section 13 or 15(d) of the  Exchange  Act during the past 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


State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practical date:

Title of each class of Common Stock             Outstanding at February 15, 2001
-----------------------------------             --------------------------------
Common Stock, $0.001 par value                            336,039,899


           Transitional Small Business Disclosure Format (check one):
                                 Yes           No x



<PAGE>


                                TABLE OF CONTENTS

            FORM 10-QSB REPORT - FOR QUARTER ENDED DECEMBER 31, 2000

                     National Residential Properties, Inc.

PART I

     Item 1.   Financial Statements
               Condensed Consolidated Balance Sheets -
               December 31, 2000 (unaudited) and
               September 30, 2000 (audited)                                   3

               Condensed Consolidated Statements of Operations                5
               Three Months ended December 31, 2000 and 1999
               (unaudited)

               Condensed Consolidated Statements of Cash Flows                6
               Three months ended December 31, 2000 and 1999
               (unaudited)

               Notes to Financial Statements                                  7

     Item 2.   Management's Discussion and Analysis or Plan of Operation     11

     Item 3.   Quantitative and Qualitative Disclosures About Market Risk    14

PART II

     Item 1.   Legal Proceedings                                             14
     Item 2.   Change in Securities                                          14
     Item 3.   Defaults Upon Senior Securities                               15
     Item 4.   Submission of Matters to a vote of Security Holders           15
     Item 5.   Other Information                                             15
     Item 6.   Exhibits and Reports on Form 8-K                              15

SIGNATURE PAGE                                                               16


















                                        2

<PAGE>


                                     PART I

ITEM 1.           FINANCIAL STATEMENTS

<TABLE>
                      NATIONAL RESIDENTIAL PROPERTIES, INC.
                   (FORMERLY NATIONAL REHAB PROPERTIES, INC.)
                      CONDENSED CONSOLIDATED BALANCE SHEET

                                     ASSETS

<CAPTION>
                                                             December 31,    September 30,
                                                                2000             2000
                                                             (Unaudited)       (Audited)
                                                           --------------   -------------
<S>                                                        <C>              <C>
Current Assets
    Cash                                                   $      215,868   $     137,990
    Inventory - real estate holdings                            4,433,621       3,321,090
    Other current assets                                           25,286          25,287
                                                           --------------   -------------

         Total Current Assets                                   4,674,775       3,484,367
                                                           --------------   -------------

Property, Plant & Equipment
    (Net of accumulated depreciation of  $6,998
    on December 31,  2000 and $29,948 on
    September 30, 2000)                                            13,665          45,395
                                                           --------------   -------------

Other Assets
    Notes Receivable (Net of allowance for bad debts of
       $12,000)                                                    55,208          55,344
    Organizational costs
       (net of $55 accumulated amortization)                          495             495
    Prepaid management fee                                        302,000         302,000
    Goodwill                                                        1,192           1,219
                                                           --------------   -------------

         Total Other Assets                                       358,895         359,058
                                                           --------------   -------------

              Total Assets                                 $    5,047,335   $   3,888,820
                                                           ==============   =============



















                                        3


<PAGE>


                      LIABILITIES AND SHAREHOLDERS' EQUITY


<CAPTION>
                                                             December 31,    September 30,
                                                                2000             2000
                                                             (Unaudited)       (Audited)
                                                           --------------   -------------
<S>                                                        <C>              <C>
Current Liabilities
    Accounts payable and accrued expenses                  $       87,546   $      72,004
    Mortgages and notes payable                                 2,747,332       1,600,233
                                                           --------------   -------------
    Total Current Liabilities                                   2,834,878       1,672,237
                                                           --------------   -------------

Shareholders' Equity
    Common stock, $.001 par value; authorized
       750,000,000 Shares; issued and outstanding
       75,974,119 on December 31, 2000; 51,0612,123
       on September 30, 2000                                       75,974          51,062
    Common stock class A voting, $.001; authorized
       2,000,000 shares; issued and outstanding
       1,000,000                                                    1,000           1,000
    Additional paid in capital                                  3,316,665       3,123,733
    Accumulated deficit                                       ( 1,181,182)       (959,212)
                                                           --------------   -------------
         Total Shareholders'  Equity                            2,212,457       2,216,583
                                                           --------------   -------------

         Total Liabilities and Shareholders' Equity        $    5,047,335   $   3,888,820
                                                           ==============   =============





                 See accompanying notes to financial statements
</TABLE>
























                                        4


<PAGE>


<TABLE>

                      NATIONAL RESIDENTIAL PROPERTIES, INC.
                   (FORMERLY NATIONAL REHAB PROPERTIES, INC.)
                   CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                  THREE MONTHS ENDED DECEMBER 31, 2000 AND 1999

<CAPTION>
                                                             2000        1999
                                                         (Unaudited)  (Unaudited)
                                                         ----------   -----------
<S>                                                      <C>          <C>
  Gross sales                                            $    4,750   $     - 0 -
  Cost of sales                                                 235         - 0 -
                                                         ----------   -----------

  Gross profit                                                4,515         - 0 -

  Operating Expenses:

      General & administration expenses                     228,035       119,478
                                                         ----------   -----------
  Net income (loss) before other income (expense)          (223,520)     (119,478)
  Other Income (expense)

      Interest income                                         1,531         5,775
      Miscellaneous                                           - 0 -           640
                                                         ----------   -----------

         Total other income (expense)                         1,531         6,415
                                                         ----------   -----------

  Net income (loss) before provisions for income taxes     (221,989)     (113,063)
  Provision for income taxes                                  - 0 -         - 0 -
                                                         ----------   -----------

  Net loss                                               $( 221,989)  $  (113,063)
                                                         ==========   ===========


                 See accompanying notes to financial statements

</TABLE>





















                                        5


<PAGE>


<TABLE>

                      NATIONAL RESIDENTIAL PROPERTIES, INC.
                   (FORMERLY NATIONAL REHAB PROPERTIES, INC.)
                 CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
                           December 31, 2000 AND 1999


<CAPTION>
                                                               2000             1999
                                                          -------------    --------------
<S>                                                       <C>              <C>
    Cash Flows From Operating Activities:

    Net income (loss)                                     $    (221,989)   $     (113,317)

    Adjustments to reconcile net income (loss) to
      net cash provided by operating activities:
    Depreciation and amortization                                   798             4,789
    Disposal of fixed assets                                     30,981             - 0 -
    Changes in assets and liabilities
    (Increase) in accrued interest                               19,803             - 0 -
    (Increase) in inventory of real estate holdings          (1,112,531)         (167,890)
    Decrease in prepaid expenses                                  - 0 -            52,695
    (Increase) decrease in mortgages receivable                     136            (1,862)
    (Increase) decrease in due from officer                       - 0 -          (213,242)
    Increase (decrease) in due to officer                         - 0 -            20,000
    Increase (decrease) in accounts payable                      (4,263)          (60,847)
                                                          -------------   ---------------
                                                             (1,287,065)         (497,660)
                                                          -------------   ---------------


Cash Flows From Financing Activities:

    Proceeds from stock subscription                              - 0 -           500,000
    Proceeds from mortgages payable                           1,147,099             - 0 -
    Repayment of mortgages payable                                - 0 -          (263,757)
    Proceeds from issuance of common stock                      217,844           246,833
                                                          -------------   ---------------
                                                              1,364,943           483,076
                                                          -------------   ---------------

Net Increase in cash                                             77,878             3,416

Cash at beginning of year                                       137,990           411,257
                                                          -------------   ---------------
Cash at end of year                                       $     215,868   $       414,463
                                                          =============   ===============


                 See accompanying notes to financial statements


</TABLE>











                                        6


<PAGE>


                      NATIONAL RESIDENTIAL PROPERTIES, INC.
                   (FORMERLY NATIONAL REHAB PROPERTIES, INC.)
                          NOTES TO FINANCIAL STATEMENTS


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

             Basis of Presentation
             The condensed  consolidated  balance sheet as of December 31, 2000,
             the related  periods ended December 31, 2000 and December 31, 1999,
             and the  three-month  period ended  December 31, 2000 and 1999, the
             related  condensed  consolidated  statements  of cash flows for the
             three month periods  ended  December 31, 2000 and December 31, 1999
             are  unaudited.  In the  opinion  of  management,  all  adjustments
             necessary consisted of normal recurring items.  Interim results may
             not be indicative of results for a full year.

             The  condensed  consolidated  financial  statements  and  notes are
             presented   as   permitted  on  Form  10-QSB  and  do  not  contain
             information   included  in  the   Company's   annual   consolidated
             statements and notes. The condensed consolidated balance sheet, was
             derived  from  the  Company's  financial  statements,  but  may not
             include all disclosures  required by generally accepted  accounting
             principles.   These  condensed  consolidated  financial  statements
             should  be read in  conjunction  with  the  consolidated  financial
             statements  and related  notes  thereto  included in the  Company's
             September 30, 2000 financial statements.

             Background
             The Company was originally  incorporated  in the State of Nevada on
             October  18,  1971  under the name of Mister  Las  Vegas,  Inc.  On
             December  15,  1994  the  Company  merged  with a  privately  owned
             company,  National Rehab  Properties,  Inc., a Florida  corporation
             formed on October 1, 1993. The surviving Nevada corporation changed
             its name to National Rehab  Properties,  Inc. and became authorized
             to conduct  business in the State of Florida on August 17, 1995. On
             September 12, 2000,  the  corporation  changed its name to National
             Residential Properties, Inc.

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












                                        7


<PAGE>


                      NATIONAL RESIDENTIAL PROPERTIES, INC.
                   (FORMERLY NATIONAL REHAB PROPERTIES, INC.)
                          NOTES TO FINANCIAL STATEMENTS


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

             Real Estate Holdings
             Real estate  investments are stated at the lower of cost or market.
             Acquisition  costs are allocated to respective  properties based on
             appraisals of the various properties acquired in the acquisition.

             Income Taxes
             In February 1992, the Financial  Accounting  Standards Board issued
             Statement on Financial  Accounting standards 109 of "Accounting for
             Income  Taxes."  Under the Statement  109,  deferred tax assets and
             liabilities   are   recognized   for  the   estimated   future  tax
             consequences  attributable  to  differences  between the  financial
             statement  carrying  amounts of existing assets and liabilities and
             their  respective tax bases.  The Company has net operating  losses
             (NOL's) of approximately $1,000,000.

                Deferred tax benefit (34% statutory rate)         $ 402,000
                Valuation allowance                                 402,000
                                                                  ---------
                     Net Benefit                                  $   - 0 -
                                                                  =========

             Due to the  uncertainty  of utilizing the NOL and  recognizing  the
             deferred tax benefit,  an offsetting  valuation  allowance has been
             provided.

             Revenue Recognition
             Revenue is recognized  under the full accrual  method of accounting
             upon the completed sale of real property held for  development  and
             sale.  All costs  incurred  directly or indirectly in acquiring and
             developing the real property are capitalized.

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

             Cash and Cash Equivalents
             Cash and cash equivalents  include cash on hand, cash in banks, and
             any highly  liquid  investments  with a maturity of three months or
             less at the time of purchase.

             The Company maintains cash and cash equivalent  balances at several
             financial  institutions  which are insured by the  Federal  Deposit
             Insurance  Corporation  up to  $100,000.  At December  31, 2000 and
             September  30,  2000 the  Company had  approximately  $215,868  and
             138,000 on deposit.













                                        8

<PAGE>


                      NATIONAL RESIDENTIAL PROPERTIES, INC.
                   (FORMERLY NATIONAL REHAB PROPERTIES, INC.)
                          NOTES TO FINANCIAL STATEMENTS



NOTE 2-      INVENTORY

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

NOTE 3-      LONG-TERM RECEIVABLES
             Mortgages Receivable
             Due to the irregular  payment  history of these types of mortgages,
             the balance of $55,208  (net of an  allowance  of $12,000) has been
             reclassified  as mortgages  receivable.  These are due from persons
             that purchased properties from the company.

NOTE 4-      PROPERTY & EQUIPMENT

             Property and equipment are stated at cost. Depreciation is provided
             over the estimated useful lives of the respective assets, generally
             three to five years, on a straight-line basis.

             Office Equipment                                 $   20,663
             Less: Accumulated Depreciation                        6,998
                                                              ----------
                       Net Fixed Assets                       $   13,665
                                                              ==========

NOTE 5-      RELATED PARTY TRANSACTION

             Prepaid Expenses

             The President of the Company owed the Company $302,000  pursuant to
             a  note  which  matured  on  September  20,  2000.  Pursuant  to an
             agreement  dated  September 29, 2000 entitled  "Prepaid  Management
             Agreement,"  the previous  $302,000  note was  cancelled  and a new
             arrangement for the repayment of the $302,000 note was created. The
             parties  agreed  that the  $302,000  debt by the  president  to the
             Company will be repaid under the following terms: beginning January
             1,  2001,  for the next  five  years,  the first  $60,400  (plus an
             additional  amount  equal to the accrued  interest on the  unearned
             portion of the contract  balance,  calculated at the rate of 8% per
             annum) of his annual compensation from the Company will be withheld
             by the Company and be applied  against the $302,000 item each year.
             This agreement is made a part of any existing  agreements,  whether
             oral or written or compensation between the Company and the officer
             as well as any future  compensation  agreements between the Company
             and officers.












                                        9


<PAGE>


                      NATIONAL RESIDENTIAL PROPERTIES, INC.
                   (FORMERLY NATIONAL REHAB PROPERTIES, INC.)
                          NOTES TO FINANCIAL STATEMENTS

NOTE 5-      RELATED PARTY TRANSACTION (Continued)

             The company has entered  into  construction  contracts  with Encore
             Builders, Inc., a company wholly owned by a director of the Company
             and a minority shareholder of Encore Services, Inc.

             Officers of the Company  were paid an  aggregate  of $70,577  which
             included autos with a book value of approximately $31,000.

             Leases
             Office space is being  provided by a company  which is wholly owned
             by Bravlio  Gutierrez a minority  share holder of Encore  Services,
             Inc.

NOTE 6-      ACQUISITIONS

               (b)  On  February   10,  2000,   the  Company   acquired  MAS  XV
                    Acquisition  Corp. for 1,000,000  shares of its common stock
                    and an additional 500,000 for fees. The acquisition has been
                    handled  as a purchase  method of  accounting  for  business
                    combination.

               (c)  On  April  3,  2000,  the  company  acquired  80% of  Encore
                    Services, inc. for 250,000 common shares of its stock.

NOTE 7-      MORTGAGES AND NOTES PAYABLE

             Various notes and mortgages  aggregating  approximately  $3,097,000
             are  payable at  various  due dates  ranging  from March 1, 2001 to
             December 9, 2002.  They have  interest  rates 8.5% to 12% per year.
             The notes and mortgages are secured by land and buildings  held for
             development by the company.

NOTE 8-      SUBSEQUENT EVENTS

             On December 21, 2000, the Company declared a 3 for 1 stock split to
             holders of record on January 15, 2001. Simultaneously,  the Company
             increased  the   authorized   common  share  from   250,000,000  to
             750,000,000 shares.




                                       10

<PAGE>


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

Overview

     National Residential Properties,  Inc. was incorporated on October 18, 1971
in the State of Nevada,  originally under the name of Mister Las Vegas,  Inc. It
is a fully  reporting  12(g),  34 Act publicly  traded  company.  The  Company's
business  is  residential  real estate  development  and  building  construction
services.  The Company has undergone many changes to date as a result of certain
reorganizations  and changes in management.  The current  business  evolved when
National Residential Properties, Inc. which was incorporated in Florida in 1993,
completed a reverse  merger with Mister Las Vegas,  Inc. in 1994 and changed the
name of the surviving Nevada  Corporation to National Rehab Properties,  Inc. On
September 12, 2000 pursuant to a vote of the  shareholders at the annual meeting
of shareholders  held at the offices of the Registrant,  the shareholders of the
Registrant  voted to amend the Articles of  Incorporation  of the  Registrant to
change the name of the  Registrant  from  National  Rehab  Properties,  Inc.  to
"National Residential  Properties,  Inc." Effective after the September 12, 2000
meeting, the name of the Registrant is "National Residential  Properties,  Inc."
The change of name was made in order to more clearly reflect the business of the
Registrant. Historical changes are more fully disclosed in prior 34 Act filings.
The Company's principal office is located at 2921 NW 6th Avenue,  Miami, Florida
33127;  its telephone  number is (305) 573-8882;  its facsimile  number is (305)
571-8357.  The Company has one operating  subsidiary:  Encore Services,  Inc., a
Florida Corporation, licensed as a Florida building contractor, and one inactive
subsidiary: MAS Acquisition XV Corp., an Indiana Corporation.

     The Company is currently  authorized to issue  750,000,000  common  shares,
$0.001 par value.  The Company also has authorized  2,000,000 shares of .001 par
value Class A common,  "super voting shares", with voting right equivalent to 20
common shares for each Class A share.

     Subsequent to the three month period ended December 31, 2000 reported on by
this report,  the Company  increased the authorized .001 par value common shares
from  250,000,000 to 750,000,000  and declared a 3 for 1 forward stock split for
all outstanding  .001 par value common shares  effective  January 15, 2001. With
the exception of the number of common shares currently outstanding listed on the
cover page of this report, references to shares of common stock in this December
31, 2000 10QSB  report do not take into  account  this 3 for 1 forward  split of
 .001 par value  common stock which took place after the quarter  ended  December
31, 2000.

     The Company's  business is residential real estate development and building
construction services.  From 1993 until 1999 the Company's business concentrated
in investing  in and  revitalizing  single  family  homes in  established  older
residential  neighborhoods  in urban areas.  The Company either buys single unit
vacant  properties and builds single family homes or it buys abandoned homes and
completes all  renovations  to the home  followed by a sale of the home.  During
1999, while retaining its efforts in the renovation of urban single family homes
as one aspect of its business,  the Company  entered a second phase of business,
the  development,  construction and ownership of multifamily  housing  projects.
Beginning  in the Fiscal Year ended  September  1999,  the  Company  initiated a
program of  acquisition  of properties  suitable for  development as multifamily
housing or multiple  unit single  family  development  tracts.  Since 1999,  the
Company has  purchased  four tracts with the intention of building from 60 to 72
apartment units on each tract and one twenty acre citrus grove for single family
home development.  In April 2000, the Company acquired Encore Services,  Inc., a
bonded  general  construction  contractor.  The  Company  has  four  multifamily
apartment projects and one single family home subdivision development as work in
progress in various stages of development.

(a)   Plan of Operation:

         FORWARD-LOOKING STATEMENTS

     The securities of the Company are  speculative and involve a high degree of
risk, including, but not necessarily limited to, the factors affecting operating
results described in the 10KSB for the period ended September 30, 2000 and other
filings with the SEC. The statements which are not historical facts contained in
this  report,   including  statements   containing  words  such  as  "believes,"
"expects," "intends," "estimates,"

                                       11

<PAGE>

"anticipates,"  or similar  expressions,  are "forward  looking  statements" (as
defined in the Private  Securities  Litigation  Reform Act of 1995) that involve
risks and uncertainties.

     The foregoing and subsequent  discussion  contains certain  forward-looking
statements  within  the  meaning  of  Section  27A  of the  Securities  A of the
Securities Act of 1933 and Section 21E of the  Securities  Exchange Act of 1934,
which are  intended to be covered by the safe  harbors  created  thereby.  These
forward-looking  statements  include the plans and  objectives of management for
future  operations,  including  plans and  objectives  relating to the  possible
further capitalization and future acquisitions of  telecommunications,  computer
related or other cash flow business.  The  forward-looking  statements  included
herein  are  based on  current  expectations  that  involve  numerous  risks and
uncertainties.  Assumptions  relating to the foregoing  involve  judgments  with
respect  to,  among  other  things,  future  economic,  competitive  and  market
conditions  and  future  business  decisions,  all of  which  are  difficult  or
impossible to predict accurately and many of which are beyond the control of the
Company.  Although the Company  believes  that the  assumptions  underlying  the
forward-looking  statements  are  reasonable,  any of the  assumptions  could be
inaccurate and,  therefore,  there can be no assurance that the  forward-looking
statements  included in this Form 10-QSB will prove to be accurate.  In light of
the  significant  uncertainties  inherent  in  the  forward-looking   statements
included herein,  the inclusion of such information  should not be regarded as a
representation  by the Company or any other person that the objectives and plans
of the Company will be achieved.

Current Status and Operations

     Subsequent to the year ended  September 30, 2000,  the Company  changed its
operational  direction  from that of building or remodeling  relatively low cost
"starter" homes to the business of developing multifamily housing projects. As a
result of this change in operations,  although  projects are in the  development
stage, no revenues from developing  multifamily housing projects are recorded in
the three  month  period  ended  December  31,  2000.  The  Company's  financial
statements  are therefore not  indicative of  anticipated  revenues which may be
attained or expenditures which may be incurred by the Company in future periods.
The  Company's  ability  to  achieve  profitable  operations  is  subject to the
validity of its  assumptions and risk factors within the industry and pertaining
to the Company.  The market for real estate development and housing construction
is highly competitive and subject to economic changes,  regulatory  developments
and  emerging  industry  standards.  We believe that the  principal  competitive
factors in its  markets are  conformance  to  building  standards,  reliability,
safety,  price and quality of its final product.  There can be no assurance that
the Company  will  compete  successfully  in the future with respect to these or
other factors.

     The Company has two phases of business operations, in the first phase which
began in 1993,  the Company  acquires  single unit vacant  properties and builds
resale  single family homes on individual  lots or it buys  abandoned  homes and
renovates the home for resale.  During 1999,  while retaining its efforts in the
renovation  of urban  single  family  homes as one aspect of its  business,  the
Company entered a second phase of business,  the  development,  construction and
ownership of multifamily  housing  projects.  Beginning in the fiscal year ended
September  1999,  the Company  initiated a program of  acquisition of properties
suitable for  development as multifamily  housing or multiple unit single family
development  tracts.  Since 1999, the Company has purchased four tracts with the
intention of building  from 60 to 72 apartment  units on each tract as well as a
twenty acre citrus grove which the Company has  successfully  rezoned for single
family home  development.  In April 2000, the Company  acquired Encore Services,
Inc., a bonded general construction contractor.  Encore, an eighty percent owned
subsidiary  of the  Company  was  incorporated  under  the laws of the  State of
Florida.  The  Company's  building and  development  projects are now  conducted
through Encore. Encore is a licensed building contractor and with such status is
able to secure building permits  throughout the state of Florida.  The Company's
management  believes that the  acquisition  of Encore will enable the Company to
more  successful in the control of building  costs,  construction  schedules and
project costs.

     For the three months ending December 31, 2000, the Company  incurred a loss
from  operations of $223,520,  compared to a loss from operations of $119,478 in
the quarter  ending  December 31,  1999.  The net loss in the three month period
ended  December  2000 was the  result  of  change  in  business  direction  from
remodeling of private homes to development of multifamily housing projects. As a
result of the change in operational  direction,  there were limited  revenues in
the Quarter ended  December 31, 2000.  The Company's  Quarter ended December 31,
2000 financial  statements  reflect  adjustments and nonrecurring  items of both
revenue and costs, as well as new

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<PAGE>

business direction development stage costs and are not indicative of anticipated
revenues  which may be  attained  or  expenditures  which may be incurred by the
Company in future periods.

(b)   Liquidity and Capital Resources

     From  February 1, 2001 to the end of fiscal year ended  September 30, 2000,
the Company  estimates its cash needs to maintain  operations  under its current
negative cash flow situation is approximately  $160,000. This amount is composed
of $160,000 for working capital assuming that current operations continue in its
present status.  These amounts do not include offsets for anticipated amounts of
cash generated from operations.  The monthly  reoccurring costs of our corporate
offices are estimated to be approximately $20,000 per month. The monthly expense
of $20,000 includes payroll,  payroll taxes, dues and  subscriptions,  utilities
for the corporate offices, health insurance for the employees, general liability
insurance,   office  supplies,  postage  and  freight,   professional  fees  for
accounting,  legal and other  consultants,  corporate  office rent,  repairs and
maintenance  primarily for office equipment,  telephone  expenses and travel and
entertainment.

     Prior to our inception as a publicly  owned  company,  we relied  primarily
upon loans originated by the Company's founder,  Richard S. Astrom.  These loans
helped to finance  working  capital needs when operations did not provide enough
cash  flow.  Additionally,  we  have  relied  upon  bank  financing  to  acquire
properties  and pay  operational  costs.  The bank  financing  has  required the
personal  guarantee  of Mr.  Christopher  Astrom and Mr Richard  Astrom.  In the
future,  we will need to acquire  additional  financing for the company with the
proceeds of mortgage funding or public or private  offerings of stock.  However,
we currently have sufficient  funds to continue  operations and new acquisitions
will also supply additional funds to continue operations.  Therefore, any future
funding is expected to result from business expansion and/or improvements to our
financial lending structure.  Thus, we do not have a schedule of future funds to
be acquired and  quantified  because it is difficult  to estimate  when,  or if,
business  expansion  will occur or when,  if financial  lucrative  opportunities
present  themselves.  If funds are  required in the future they may be generated
from stock sales or from the mortgaging of real estate.  The can be no assurance
that any such funds will be available on favorable terms and conditions when the
capital is required.

     On October  10,  2000,  by action of the board of  directors,  the  Company
amended  the  articles  of  incorporation  of  the  Company  by  increasing  the
authorized  shares of the Company's .001 par value Common Stock from  40,000,000
to  250,000,000  shares  authorized.  No  proxy  statement  was  issued  and  no
shareholder  proxies were solicited or accepted for the written  consent in lieu
of combined special meeting of Directors and Shareholders.

     As was reported on Form 8K dated  November 14, 2000, on September 25, 2000,
the Company's subsidiary,  2217 Acquisition Inc. ("2217  Acquisition"),  entered
into an arm's-length  contract (the "Real Estate Contract") with an unaffiliated
entity to purchase a parcel of real estate (the "Real  Estate")  located at 2270
Southwest  32nd Avenue,  Miami,  Florida.  To fund the  acquisition  of the Real
Estate,  on  October  10,  2000,  2217  Acquisition   issued  its  8%  Series  A
$1,000,000.00 Senior Subordinated  Convertible  Redeemable Debenture due October
10, 2002 (the "2217 Acquisition Debenture"),  together with underlying shares of
2217  Acquisition's  common  stock,  Par  Value  $0.001,  into  which  the  2217
Acquisition  Debenture is  convertible  from time to time.  After  deducting the
expenses of the  investment,  including  projected  interest  payments,  the net
proceeds   to  be  received  by  2217   Acquisition   aggregated   approximately
$795,000.00.  The first  installment  of proceeds  were  received on October 27,
2000;  the second have yet to be received From these net  proceeds,  $300,000.00
was used to make the down  payment on the Real  Estate,  with the balance of the
purchase  price to be funded by a  purchase  money  first  mortgage  on the Real
Estate given to the Seller and a new  mortgage  from a Miami,  Florida,  lending
institution,  the terms of which have yet to be decided upon. The balance of the
net proceeds were allocated to, and will be used as, working capital.

     Following  the  acquisition  of the real  estate  by 2217  Acquisition,  on
October  31,  2000,  2217  Acquisition,  Inc.  was merged into the  Company.  By
operation of law and pursuant to the Plan of Merger,  the rights and obligations
of 2217  Acquisition  with  respect  to the Real  Estate  Contract  and the 2217
Acquisition  Debenture  will inure to the  benefit  of and be  binding  upon the
Company. In that connection,  the 2217 Acquisition Debenture,  together with the
underlying  shares of 2217  Acquisition's  common  stock,  Par Value  $0.001 per
share,  into which the 2217  Acquisition  Debenture is convertible  from time to
time, shall be converted into an identical new debenture (the "New  Debenture"),
together with shares of underlying  common stock, Par Value $0.001 per share, of
the Company into which the New Debenture may be converted.

                                       13

<PAGE>

     On June 17, 1999, by a written consent in lieu of combined  special meeting
of Directors  and  Shareholders,  a new class of common  stock,  "Class A common
stock" was  authorized on June 17, 1999. On that same date,  the Company  issued
1,000,000 shares to Mr. Christopher  Astrom.  Each share of Class A common stock
entitles Mr. Astrom to the  equivalent of 20 common share votes in any matter to
be  voted  on  by  the  shareholders  of  the  Company.  The  present  principal
shareholders  will maintain  voting control of the Company based on the issuance
of 1,000,000  class A common  shares on June 17, 1999,  which entitle the holder
thereof  (Christopher  Astrom)  to 20 votes for every  Class A share  held.  The
purpose  of issuing  these  shares is to ensure  that  current  management  will
maintain control of the Company despite maintaining beneficial ownership of less
than a majority of the shares of the Company's  common stock.  Furthermore,  the
disproportionate  vote  afforded the class A common stock will prevent or impede
potential acquirers from seeking to acquire control of the Company,  which could
have a  depressive  effect  on the  price of our  common  stock.  An  additional
1,000,000  of the  authorized  2,000,000  shares  of  Class A  common  stock  is
available for issuance. The Class A common stock is non-transferable except to a
family member.  Richard Astrom,  President,  CEO and Director,  is the father of
Christopher  Astrom,  Vice  President,  Secretary and Director,  of the Company.
Richard  Astrom and  Christopher  Astrom  make up the  majority  of the Board of
Directors of the Company and control the  activities and actions of the Company.
The  Company's  debt in the form of  secured  mortgage  notes  and  real  estate
mortgages with regard to real estate  transactions which are entered into by the
Company are personally guaranteed by Christopher Astrom.

     At December 31, 2000, we had $215,868 in cash assets,  inventories  of real
estate  holdings of  $4,433,621,  other current  assets of $25,286,  and current
liabilities of $2,834,878  resulting in a working  capital reserve of $1,839,897
at December 31, 2000. In the quarter ending  December 31, 2000 we recorded a net
loss of $221,989.  Management believes that we will be able to support ourselves
with  operational  cash flow.  However,  no assurances can be given that present
factors such as favorable  economy and attractive  interest rates will continue,
the effect of which might severely  impact the ability of the Company to sustain
itself in the future. There can be no assurances that additional funding will be
available.

     At December 31, 2000  (unaudited),  the  following  contingent  stock issue
requirements were outstanding:

     None

Item 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     As of the date  hereof,  the  Company's  short and long  term debt  carries
either fixed and variable  interest rates and the fair market value of this debt
is sensitive to changes in prevailing  interest rates. The Company runs the risk
that market rates will decline and the required payments on fixed rate debt will
exceed  those based on the current  market rate as well as the risk of increases
in interest  rates on variable rate debt. The Company does not use interest rate
derivative instruments to manage its exposure to interest rate changes.

                                    Part II

ITEM 1.  LEGAL PROCEEDINGS

     There is no non-course of business legal proceedings,  to which the Company
is a party or to which the property of the Company is subject,  is pending or is
known by the Company to be contemplated.

ITEM 2.   CHANGE IN SECURITIES.

     On October  10,  2000,  pursuant  to  permissive  provisions  of the Nevada
General  Corporation  Act,  Nevada  Revised  Statutes,  the Company  amended the
articles of incorporation of the Company by increasing the authorized  shares of
the Company's .001 par value Common Stock from 40,000,000 to 250,000,000  shares
authorized.  No proxy  statement  was issued  and no  shareholder  proxies  were
solicited  or  accepted  for the  written  consent in lieu of  combined  special
meeting.

     On December  21,  2000,  pursuant to  permissive  provisions  of the Nevada
General  Corporation  Act,  Nevada  Revised  Statutes,  the  Company's  board of
directors  declared a 3 for 1 forward stock split for all  outstanding  .001 par
value common shares effective  January 15, 2001.  References to shares of common
stock in this report do not take

                                       14

<PAGE>


into  account  this 3 for 1 forward  split of .001 par value  common stock which
took place after the quarter ended December 31, 2000.

     Subsequent to the three month period ended December 31, 2000 reported on by
this report,  on January 15th,  2001,  pursuant to permissive  provisions of the
Nevada General Corporation Act, Nevada Revised Statutes, the Company amended the
articles of incorporation of the Company by increasing the authorized  shares of
the Company's .001 par value Common Stock from 250,000,000 to 750,000,000 shares
authorized.  No proxy  statement  was issued  and no  shareholder  proxies  were
solicited  or  accepted  for the  written  consent in lieu of  combined  special
meeting on January 15, 2001.

ITEM 3.    Defaults Upon Senior Securities.    NONE

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

     On October  10,  2000,  pursuant  to  permissive  provisions  of the Nevada
General  Corporation  Act,  Nevada  Revised  Statutes,  the Company  amended the
articles of incorporation of the Company by increasing the authorized  shares of
the Company's .001 par value Common Stock from 40,000,000 to 250,000,000  shares
authorized.  No proxy  statement  was issued  and no  shareholder  proxies  were
solicited  or  accepted  for the  written  consent in lieu of  combined  special
meeting.

ITEM 5.  OTHER INFORMATION:

     On June 17, 1999, by a written consent in lieu of combined  special meeting
of Directors  and  Shareholders,  a new class of common  stock,  "Class A common
stock" was  authorized on June 17, 1999. On that same date,  the Company  issued
1,000,000 shares to Mr. Christopher  Astrom.  Each share of Class A common stock
entitles Mr. Astrom to the  equivalent of 20 common share votes in any matter to
be  voted  on  by  the  shareholders  of  the  Company.  The  present  principal
shareholders  will maintain  voting control of the Company based on the issuance
of 1,000,000  class A common  shares on June 17, 1999,  which entitle the holder
thereof  (Christopher  Astrom)  to 20 votes for every  Class A share  held.  The
purpose  of issuing  these  shares is to ensure  that  current  management  will
maintain control of the Company despite maintaining beneficial ownership of less
than a majority of the shares of the Company's  common stock.  Furthermore,  the
disproportionate  vote  afforded the class A common stock will prevent or impede
potential acquirers from seeking to acquire control of the Company,  which could
have a  depressive  effect  on the  price of our  common  stock.  An  additional
1,000,000  of the  authorized  2,000,000  shares  of  Class A  common  stock  is
available for issuance. The Class A common stock is non-transferable except to a
family member.  Richard Astrom,  President,  CEO and Director,  is the father of
Christopher  Astrom,  Vice  President,  Secretary and Director,  of the Company.
Richard  Astrom and  Christopher  Astrom  make up the  majority  of the Board of
Directors of the Company and control the activities and actions of the Company.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a)

Exhibits

27       Financial Data Schedule

(b)      The Company filed the following reports on Form 8-K:

     Form 8K filed on  October  18,  2000 to  report  the  change of name of the
Company and other results of the Annual Meeting of  Shareholders  held September
12,  2000.  Form 8K filed on November 17, 2000 to report  information  regarding
issuance of debentures by the Company's  subsidiary,  2217  Acquisition Inc. and
the merger of 2217 Acquisition Inc. into the Company.


                                       15
<PAGE>


                                   SIGNATURES


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

                                        NATIONAL RESIDENTIAL PROPERTIES, INC.

Date: February 16, 2001                       By:    /s/ Richard Astrom
                                                 ------------------------------
                                                 Richard Astrom, President and
                                                 Chief Executive Officer

                                       16