U.S. SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON D.C. 20549

                                   FORM 10-QSB

                QUARTERLY REPORT ISSUED UNDER SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                For the three month period ending March 31, 2002


                      NATIONAL RESIDENTIAL PROPERTIES, INC.

             (Exact name of registrant as specified in its charter)

         Nevada                         65-0439467                  0-27159

(State or other jurisdiction      (IRS Employer                  Commission File
 of Incorporation)                Identification Number)         Number

              6915 Red Road, Suite 222, Coral Gables, Florida 33143

                    (Address of principal executive offices)

Registrant's telephone number, including area code: (305) 666-6565
                                                    --------------

Indicate by check mark whether the registrant (1) has filed all documents and
reports required to be filed by Section 13 or 15 (d) of the Securities and
Exchange Act of 1934 during the preceding 12 months (or 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[   ]

                APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                   PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Check whether the registrant filed all documents and reports required to be
filed by Section 12, 13, or 15(d) of the Exchange Act after distribution of
securities under a plan confirmed by a court.

                  Yes [  ] No [  ]

                         APPLICABLE TO CORPORATE ISSUERS

On May 14, 2002, the Registrant had 1,938,566,046 shares of Common Stock and
1,000,000 shares of Class A Voting Common Stock outstanding.










                                       1
<PAGE>
                      NATIONAL RESIDENTIAL PROPERTIES, INC.

                                      INDEX
                                                                        Page No.
Part I.  FINANCIAL INFORMATION

Item 1.  Unaudited Financial Statements

                  Condensed Consolidated Balance Sheets,
                  March 31, 2002 and September 30, 2000.................... 4

                  Condensed Consolidated Statements of Operations, Six
                  and Three Months Ended March 31, 2002, and 2001.......... 6
                  Condensed Consolidated Statements of Cash Flows,
                  Six Months Ended March 31, 2001 and 2000................. 7

                  Notes to Condensed Consolidated Financial Statements..... 9

Item 2.  Management's  Discussion and Analysis or Plan of Operation........ 9


Part II. OTHER INFORMATION

Item 1.  Legal Proceedings.................................................18

Item 2.  Changes in Securities and Use of Proceeds.........................22

Item 3.  Defaults Upon Senior Securities...................................22

Item 4.  Submission of Matters to a Vote of Security Holdings..............22

Item 5.  Other Information.................................................22

Item 6.  Exhibits and Reports on Form 8-K..................................22


                                        2
<PAGE>
PART I.  FINANCIAL INFORMATION

Item 1.     Unaudited Financial Statements



                      NATIONAL RESIDENTIAL PROPERTIES, INC.
                                AND SUBSIDIARIES
                   CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                             MARCH 31, 2002 AND 2001


















































                                       3
<PAGE>
<TABLE>
<CAPTION>
              NATIONAL RESIDENTIAL PROPERTIES, INC AND SUSIDIARIES
                     CONDENSED CONSOLIDATED BALANCE SHEETS





                                ASSETS
                                ------

                                                              March 31,       September 30,
                                                                2002               2001
                                                             (Unaudited)        (Audited)
                                                             -------------     -------------
<S>                                                          <C>               <C>
  Cash and cash equivalents                                      $ 15,713          $ 80,764
  Inventory - Real Estate Holdings                              9,579,210         8,738,514
  Other assets                                                          -            30,844
  Fixed assets, net of depreciation                                10,739            11,803
  Prepaid management fee and other                                      -           262,258
  Loan receivables - Officers                                     133,000           261,167
  Mortgage receivable and other                                    95,870            58,107
  Investment securities                                             2,523                 -
  Deposits                                                          5,375             5,375
  Organizational costs, net                                             -               718
                                                              ------------      ------------

TOTAL ASSETS                                                  $ 9,842,430       $ 9,449,550
                                                              ============      ============

The accompanying notes are an integral part of the condensed consolidated
financial ststements.

                                       4
<PAGE>
              NATIONAL RESIDENTIAL PROPERTIES, INC AND SUSIDIARIES
                CONDENSED CONSOLIDATED BALANCE SHEETS (CONTINUED)





                 LIABILITIES AND STOCKHOLDERS' EQUITY
                 ------------------------------------
                                                              March 31,       September 30,
                                                                2002               2001
                                                             (Unaudited)        (Audited)
                                                             -------------     -------------
LIABILITIES
  Accounts payable and accrued expenses                       $    41,558       $    92,709
  Loan payable - Other                                             14,880                 -
  Debentures payable                                              140,155                 -
  Notes and mortgages payable                                   6,755,050         5,671,747
                                                              ------------      ------------

      Total Liabilities                                         6,951,643         5,764,456
                                                              ------------      ------------

STOCKHOLDERS' EQUITY
  Common Stock, $.001 Par Value; authorized 1,500,000,000
      shares on March 31, 2002 and September 30, 2001
      respectively, issued and outstanding 1,938,566,046 and
      1,095,300,351 shares on March 31, 2002 and
      Sepember 30, 2001                                         1,938,566         1,095,299
  Common Stock Class A Voting, $.001 Par Value; authorized
      2,000,000 shares on March 31, 2002 and
      September 30, 2001, respectively, issued and
      outstanding 1,000,000 shares on March 31, 2002
      and September 30, 2001, respectively                          1,000             1,000
  Additional Paid-in Capital                                    4,124,131         4,607,597
  Deficit                                                      (3,172,910)       (2,018,802)
                                                              ------------      ------------

      Total Stockholders' Equity                                2,890,787         3,685,094
                                                              ------------      ------------


TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                    $ 9,842,430       $ 9,449,550
                                                              ============      ============
</TABLE>

The accompanying notes are an integral part of the condensed consolidated
financial ststements.

                                       5
<PAGE>
<TABLE>
<CAPTION>
              NATIONAL RESIDENTIAL PROPERTIES, INC AND SUSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
           FOR THE SIX AND THREE MONTHS ENDED MARCH 31, 2002 AND 2001
                                  (UNAUDITED)



                                                        SIX MONTHS ENDED                      THREE MONTHS ENDED
                                                    March 31,          March 31,           March 31,          March 31,
                                                       2002              2001                 2002               2001
                                                       ----              ----                 ----               ----

<S>                                            <C>              <C>                <C>                  <C>
OPERATING REVENUES
  Revenue                                           $ 42,902         $ 26,822              $ 21,451         $ 22,072
                                               --------------   --------------     -----------------    -------------

OPERATING EXPENSES
   Management fees                                    13,090           49,236                     -           16,357
   Professional fees and compensation expenses       123,593          346,514                74,985           69,742
   Advertising                                         3,118           12,078                 1,906            5,108
   Travel and automobile expenses                     11,409           16,323                 9,170            6,941
   Telephone and utilities                             5,935            5,487                 3,125            2,850
   Real estate taxes and property maintenance          5,399           13,619                 2,327            3,897
   Office expenses                                    12,581            6,084                 6,416            3,698
   Miscellaneous                                       7,345           22,519                   944            5,299
   Depreciation and amortization                       1,782            5,197                   532              725
                                               --------------   --------------     -----------------    -------------
       Total Operating Expenses                      184,252          477,057                99,405          114,617
                                               --------------   --------------     -----------------    -------------

LOSS BEFORE OTHER INCOME (EXPENSE)                  (141,350)        (450,235)              (77,954)         (92,545)

OTHER INCOME (EXPENSE)
   Unrealized loss on investment securities       (1,029,499)               -            (1,029,499)               -
   Interest expense                                        -          (24,633)                    -          (24,633)
   Interest income                                     1,000            7,241                 1,000            5,710
   Gain on sale of property                           15,741                -                     -                -
                                               --------------   --------------     -----------------    -------------
       Total Other Income (Expense)               (1,012,758)         (17,392)           (1,028,499)         (18,923)
                                               --------------   --------------     -----------------    -------------

NET LOSS BEFORE PROVISION FOR INCOME TAXES      $ (1,154,108)      $ (467,627)         $ (1,106,453)      $ (111,468)
Provision for Income Taxes                                 -                -                     -                -
                                               --------------   --------------     -----------------    -------------

NET LOSS APPLICABLE TO COMMON SHARES            $ (1,154,108)      $ (467,627)         $ (1,106,453)      $ (111,468)
                                               ==============   ==============     =================    =============

NET LOSS PER BASIC AND DILUTED SHARES             $ (0.00064)       $ (0.0012)           $ (0.00057)        $ (0.004)
                                               ==============   ==============     =================    =============

WEIGHTED AVERAGE NUMBER OF COMMON
    SHARES OUTSTANDING                         1,804,171,763      271,878,270         1,938,566,046      271,878,270
                                               ==============   ==============     =================    =============
</TABLE>

The accompanying notes are an integral part of the condensed consolidated
financial ststements.


                                       6
<PAGE>
<TABLE>
<CAPTION>
              NATIONAL RESIDENTIAL PROPERTIES, INC AND SUSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                 FOR THE SIX MONTHS ENDED MARCH 31,2002 AND 2001
                                   (UNAUDITED)





                                                                   2002               2001
                                                                   ----               ----

<S>                                                            <C>                <C>
CASH FLOW FROM OPERTING ACTIVIITES
   Net loss                                                    $(1,154,108)         $(467,627)
                                                               ------------       ------------
   Adjustments to reconcile net loss to net cash
     used in operating activities

     Depreciation and amortization                                   1,782              5,197
     Unrealized loss on investment securities                    1,029,499                  -
     Common stock issues for services                                    -            134,170
     Distribution of property and equipment                              -             30,981
  Changes in assets and liabilities
     (Increase) in inventory - real estate holdings             (1,349,718)        (2,458,348)
     Decrease in prepaid expenses and other assets                  43,934              4,271
     Increase (decrease) in accounts payable and
       and accrued expenses                                        (51,151)            31,252
                                                               ------------       ------------
     Total adjustments                                            (325,654)        (2,252,477)
                                                               ------------       ------------

     Net cash (used in) operating activities                    (1,479,762)        (2,720,104)
                                                               ------------       ------------

CASH FLOWS FROM INVESTING ACTIVITIES
   Loans to officers                                              (145,665)          (112,101)
   Loans to/from others                                             14,880                  -
   (Increase) decrease in mortgage and notes receivable            (37,763)               170
                                                               ------------       ------------

      Net cash provided by (used in) investing activities         (168,548)          (111,931)
                                                               ------------       ------------

The accompanying notes are an integral part of the condensed consolidated
financial ststements.


                                       7
<PAGE>
              NATIONAL RESIDENTIAL PROPERTIES, INC AND SUSIDIARIES
           CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
                FOR THE SIX MONTHS ENDED MARCH 31, 2002 AND 2001
                                   (UNAUDITED)





                                                                   2002               2001
                                                                   ----               ----

CASH FLOWS FROM FINANCING ACTIVITES
    Proceeds from debentures and common stock issuances          $ 499,956        $ 1,099,711
    Net proceeds from issuance of notes and mortgages payable    1,083,303          1,695,782
                                                               ------------       ------------
       Net cash provided by financing activities                 1,583,259          2,795,493
                                                               ------------       ------------

NET DECREASE IN
    CASH AND CASH EQUIVALENTS                                      (65,051)           (36,542)

CASH AND CASH EQUIVALENTS -
    BEGINNING OF PERIOD                                             80,764            137,990
                                                               ------------       ------------

CASH AND CASH EQUIVALENTS - END OF PERIOD                         $ 15,713          $ 101,448
                                                               ============       ============


SUPPLEMENTAL DISCLOSURE OF CASH FLOW
   INFORMATION:

CASH PAID DURING THE YEAR FOR:
    Interest expense                                                   $ -           $ 24,633
                                                               ============       ============

SUPPLEMENTAL DISCLOSURE OF NONCASH
  ACTIVITIES:
    Issuance of common stock for:

       Services                                                        $ -          $ 134,170
                                                               ============       ============

       Debt conversions                                          $ 203,845                $ -
                                                               ============       ============

   Investment securities for operating and investing activities  $ 523,000                 $ -
                                                               ============       ============

   Investment securities received on property sale             $ 2,000,000                 $ -
                                                               ============       ============
</TABLE>

The accompanying notes are an integral part of the condensed consolidated
financial ststements.


                                       8
<PAGE>
             NATIONAL RESIDENTIAL PROPERTIES, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                             MARCH 31, 2002 AND 2001
                                   (UNAUDITED)



 NOTE 1 -         ORGANIZATION AND BASIS OF PRESENTATION

                  The condensed consolidated unaudited interim financial
                  statements included herein have been prepared, without audit,
                  pursuant to the rules and regulations of the Securities and
                  Exchange Commission. 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. Certain information
                  and footnote disclosures normally included in financial
                  statements prepared in accordance with accounting principles
                  generally accepted in the United States of America have been
                  condensed or omitted pursuant to such rules and regulations,
                  although the Company believes that the disclosures are
                  adequate to make the information presented not misleading. It
                  is suggest that these condensed consolidated financial
                  statements be read in conjunction with the September 30, 2001
                  audited consolidated financial statements and the accompanying
                  notes thereto. While management believes the procedures
                  followed in preparing these condensed consolidated financial
                  statements are reasonable, the accuracy of the amounts are in
                  some respects dependent upon the facts that will exist, and
                  procedures that will be accomplished by the Company later in
                  the year.

                  These condensed consolidated unaudited financial statements
                  reflect all adjustments, including normal recurring
                  adjustments which, in the opinion of management, are necessary
                  to present fairly the consolidated operations and cash flows
                  for the periods presented.

                  National Residential Properties, Inc., 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 13, 2000, the Company changed its name to
                  National Residential Properties, Inc.

                  The Company's business was residential real estate development
                  and building construction services. From 1993 to 1999 the
                  Company's business concentrated in investing in and
                  revitalizing single family homes in established older
                  residential neighborhoods in urban areas. The Company bought
                  either single unit vacant properties and built single family
                  homes or it bought abandoned homes and completed 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 the business, the Company
                  entered a second phase of business, the development,
                  construction and ownership of multifamily housing projects.

                                       9
<PAGE>
             NATIONAL RESIDENTIAL PROPERTIES, INC. AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                             MARCH 31, 2002 AND 2001
                                   (UNAUDITED)


NOTE 1 -          ORGANIZATION AND BASIS OF PRESENTATION (CONTINUED)
                  --------------------------------------------------

                  Beginning in the fiscal year ending September 30, 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.

                  On May 4, 2001, the Company's wholly-owned subsidiary,
                  Connecticut Acquisition Corp. No. 1, entered into a joint
                  venture to develop a parcel of land pursuant to a Land
                  Development Agreement located in Hebron, Connecticut, as a
                  Senior Adult Community with Mr. Nathan Kahn and various
                  entities controlled by Mr. Nathan Kahn. The objective of this
                  development was to either sell developed lots to builders, or
                  erecting dwellings themselves.

                  Mr. Kahn's entities had obtained options to purchase and
                  develop other properties, and the Kahn entities advised that
                  they would need additional funding to pay for the expenses in
                  connection with the obtaining and maintenance of these
                  options.

                  The Land Development Agreement called for Connecticut
                  Acquisition Corp. No. 1 to fund the initial costs of
                  acquisition and development, and, after deduction of expenses
                  from gross revenues, profits would be divided 50-50 between
                  the parties.

                  In contemplation of the financing of this project, on April
                  12, 2001, Connecticut Acquisition Corp. No. 1, obtained a loan
                  from accredited investors evidenced by its 8% Series A
                  $1,000,000 Senior Subordinated Convertible Redeemable
                  Debentures, together with underlying shares of Connecticut
                  Acquisition Corp. No. 1's Class A Common Stock, Par Value
                  $.001, into which Connecticut Acquisition Corp. No. 1
                  Debentures would be convertible from time to time.

                  On May 8, 2001, following the acquisition of the parcel of
                  land, Connecticut Acquisition Corp. No. 1 was merged into the
                  Company. As a result, all rights and obligations of
                  Connecticut Acquisition Corp. No. 1 would enure to the benefit
                  of and be binding upon the Company.

                  Pursuant to an agreement executed on December 26, 2001, made
                  effective as of October 31, 2001 and a Statutory Warranty Deed
                  dated October 31, 2001, the Company sold to Senior Adult
                  Lifestyle, Inc a related entity through common corporate
                  officers, all of the rights, title and interest in (i) a
                  certain parcel of real property in Hebron, Connecticut; and
                  (ii) contracts to purchase certain parcels of real property in
                  Watertown, New Milford, Granley and East Windsor, Connecticut.


                                       10
<PAGE>
NOTE 1-           ORGANIZATION AND BASIS OF PRESENTATION (CONTINUED)
                  --------------------------------------------------

                  As additional consideration for the conveyance to Senior Adult
                  Lifestyle, Inc. the Company received on February 1, 2002,
                  20,000,000 shares of common stock of Genesis Capital
                  Corporation of Nevada, the parent of Senior Adult Lifestyles,
                  Inc. These shares were based on a value of $0.10 per share for
                  an agreed consideration of $2,000,000. Should the value at the
                  time the Company sells these shares fall below $2,000,000,
                  Genesis Capital Corporation of Nevada will be required to
                  issue to the Company, additional shares to make up the
                  difference. At March 31, 2002, the value of the Genesis
                  Capital Corporation of Nevada shares declined to $2,000.

                  The Company's other wholly-owned subsidiary, DC Power Product
                  Acquisition Corp, who merged on November 1, 2001 ("DC Power"),
                  obtained a loan from accredited investors evidenced by its 8%
                  Series A $1,000,000 Senior Subordinated Convertible Redeemable
                  Debentures, together with underlying shares of DC Power, who
                  was merged into the Company, with its rights and obligations
                  inured to the benefit of and binding upon the Company. The
                  debentures issued by the Company upon the DC Power merger may
                  be convertible from time to time into NRES common stock at a
                  price based on 70% of the trailing market price of the
                  Company's common stock..

NOTE 2 -          SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
                  ------------------------------------------

                  Principles of Consolidation
                  ---------------------------

                  The condensed consolidated financial statements include the
                  accounts of the Company and all of its wholly owned
                  subsidiaries. All significant intercompany accounts and
                  transactions have been eliminated in consolidation.

                  Use of Estimates
                  ----------------

                  The preparation of financial statements in conformity with
                  accounting principles generally accepted in the United States
                  of America requires management to make estimates and
                  assumptions that affect the reported amounts of assets and
                  liabilities and disclosures of contingent assets and
                  liabilities at the date of the financial statements and the
                  reported amounts of revenues and expenses during the reporting
                  period. Actual results could differ from those estimates.












                                       11
<PAGE>
NOTE 2-       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

                  Revenue and Cost Recognition
                  ----------------------------

                  Sales of real estate are generally recognized under the full
                  accrual method. Under that method, gain is not recognized
                  until the collectibility of the sales price is reasonably
                  assured and the earnings process is virtually complete. When a
                  sale does not meet the requirements for income recognition a
                  gain is deferred until those requirements are met.

                  Acquisition and other direct costs, interest, and other
                  indirect costs related to acquisition and development of lots
                  are capitalized. Capitalized costs are allocated based on the
                  relative sales value of each lot. The capitalized costs are
                  charged to earnings when the relative revenue is recognized.

                  Cash and Cash Equivalents
                  -------------------------

                  The Company considers all highly liquid debt instruments and
                  other short-term investments with an initial maturity of three
                  months or less to be cash equivalents.

                  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.

                  Property and Equipment
                  ----------------------

                  Property and equipment are stated at cost. Depreciation is
                  computed primarily using the straight-line method over the
                  estimated useful life of the assets.

                  Office Equipment                3 to 5 Years

                  Income Taxes
                  ------------

                  The income tax benefit is computed on the pretax loss based on
                  the current tax law. Deferred income taxes are recognized for
                  the tax consequences in future years of differences between
                  the tax basis of assets and liabilities and their financial
                  reporting amounts at each year-end based on enacted tax laws
                  and statutory tax rates.












                                       12
<PAGE>
NOTE 2 -          SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
                  ------------------------------------------------------

                  Advertising
                  -----------

                  Costs of advertising are expensed as incurred. Advertising
                  costs were $3,118 and $12,078 for the six months ended March
                  31, 2002 and 2001, respectively.

                  Earnings (Loss) Per Share of Common Stock
                  -----------------------------------------

                  Historical net income (loss) per common share is computed
                  using the weighted average number of common shares
                  outstanding. Diluted earnings per share (EPS) includes
                  additional dilution from common stock equivalents, such as
                  stock issuable pursuant to the exercise of stock options and
                  warrants. Common stock equivalents were not included in the
                  computation of diluted earnings per share when the Company
                  reported a loss because to do so would be antidilutive for
                  periods presented.

                  The following is a reconciliation of the computation for basic
                  and diluted EPS:

                                                   March  31,      March 31,

                                                     2002             2001
                                                     ----             ----

                  Net Loss                       ($1,154,108)     ($  467,627)
                                                  -----------      -----------

                  Weighted-average common shares
                    outstanding (Basic)          1,804,171,763     271,878,270

                  Weighted-average common stock
                    equivalents:
                      Stock options                         -              -
                      Warrants                              -              -

                  Weighted-average common shares
                      outstanding (Diluted)      1,804,171,763     271,878,270

                  Options and warrants outstanding to purchase stock were not
                  included in the computation of diluted EPS because inclusion
                  would have been antidilutive.









                                       13
<PAGE>
NOTE 2 -          SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
                  ------------------------------------------------------

                  Investment Securities
                  ---------------------

                  Management determines the appropriate classification of
                  investment securities at the time they are acquired and
                  evaluates the appropriateness of such classifications at each
                  balance sheet date. The classification of those securities and
                  the related accounting policies are as follows:

                  Trading securities: Trading securities are held for resale in
                  anticipation of short-term fluctuations in market prices.
                  Trading securities, consisting primarily of actively traded
                  equity securities, are stated at fair value. Realized and
                  unrealized gains and losses are included in income.

                  Available-for-sale securities: Available-for-sale securities
                  consist of marketable equity securities not classified as
                  trading securities. Available-for-sale securities are stated
                  at fair value, and unrealized holding gains and losses, net of
                  the related deferred tax effect, are reported as a separate
                  component of stockholders' equity.

                  Dividends on marketable equity securities are recognized in
                  income when declared. Realized gains and losses are included
                  in income. Realized gains and losses are determined on the
                  basis of the actual cost of the securities sold.

                  Fair Value of Financial Instruments
                  -----------------------------------

                  The carrying amount reported in the condensed consolidated
                  balance sheets for cash and cash equivalents, loans
                  receivable, accounts payable and accrued expenses approximate
                  fair value because of the immediate or short-term maturity of
                  these financial instruments. The carrying amount reported for
                  notes and mortgages payable approximates fair value because,
                  in general, the interest on the underlying instruments
                  fluctuates with market rates.

                  Reclassifications
                  -----------------

                  Certain amounts for the six months ended March 31, 2001 have
                  been reclassified to conform with the presentation of the
                  March 31, 2002 amounts. The reclassifications have no effect
                  on net income for the six months ended March 31, 2001.





                                       14
<PAGE>
NOTE 3 -          INVENTORY - REAL ESTATE HOLDINGS
                  --------------------------------

                  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 4-           MORTGAGES RECEIVABLE AND OTHER
                  ------------------------------

                  Represents amounts due from individuals who purchased property
                  from the Company. Amounts due at March 31, 2002 were $95,870.

NOTE 5-           LOANS RECEIVABLE - OFFICERS
                  ---------------------------

                  Amounts represent advances to and from the officers of the
                  Company. The balance at March 31, 2002 is $133,000.
                  Approximately $273,832 of the loan receivable were satisfied
                  through an investment of common stock in an affiliated
                  publicly trading company.

NOTE 6-           PROPERTY AND EQUIPMENT
                  ----------------------

                  Property and equipment consist of the following at March 31,
                  2002:


                       Office Equipment                           $    20,663
                         Accumulated Depreciation                      (9,392)
                                                                  ------------

                                       Total                      $    11,271
                                                                  ===========

                  Depreciation expense was $1,064 for the six months ended March
                  31, 2002.




                                       15
<PAGE>
NOTE 7-           MORTGAGES AND NOTES PAYABLE
                  ---------------------------

                  Mortgages and notes payable consist of the following at March
                  31, 2002:

                  The company has various mortgages and construction loans
                  payable aggregating $6,755,050 at March 31, 2002. These
                  amounts are payable at various times ranging through 2002 and
                  2003, bearing interest at various rates ranging from 7%
                  through 14% per year. The mortgages and construction notes are
                  secured by the land and buildings held for development by the
                  Company.

NOTE 8-           COMMITMENTS AND CONTINGENCIES
                  -----------------------------

                  Related Party Transactions
                  --------------------------

                  Prepaid Management Fees

                  Pursuant to a "Prepaid Management Agreement" between the
                  Company and its President, dated September 29, 2000, the
                  Company prepaid management fees to the President in the amount
                  of $302,000. This fee was to be amortized by the Company
                  commencing January 1, 2001 and for the next five years. As of
                  March 31, 2002, this fee was repaid by the President in the
                  form of common stock of Genesis Capital Corporation of Nevada.
                  The valuation of the stock is reflected at fair market value
                  on the condensed consolidated balance sheet at $523.

NOTE 9-           ACQUISITIONS
                  ------------

                  On February 10, 2000, the Company acquired MAS XV Acquisitions
                  Corp. for 1,000,000 shares of its common stock and an
                  additional $500,000 for fees. This acquisition was handled as
                  a purchase method of accounting for business combination

                  On April 1, 2000, the Company acquired 80% of the Encore
                  Services, Inc. for 250,000 common shares of its stock.

                  On May 8, 2001, the Company merged with Connecticut
                  Acquisition Corp. No. 1 upon the acquisition of a parcel of
                  land in Hebron, Connecticut. This parcel of land was
                  subsequently conveyed on October 31, 2001 to Genesis Capital
                  Corporation of Nevada, an entity related to the Company
                  through common officers and directors.

                  DC Power merged into the Company on November 1, 2001.




                                       16
<PAGE>
NOTE 10-          STOCKHOLDERS' EQUITY
                  --------------------

                  As of March 31, 2002 and September 30, 2001, there were
                  1,500,000,000 authorized shares, and 1,938,566,046 and
                  1,095,300,351 issued and outstanding shares of the Company's
                  common stock with a par value of $.001. The Company upon
                  acceptance of its board resolution, has submitted the required
                  forms to increase the number of authorized shares. It is
                  pending approval.

                  As of March 31, 2002 and September 30,2001, there were
                  2,000,000 authorized shares and 1,000,000 issued and
                  outstanding shares of the Company's Class A Voting common
                  stock with a par value of $.001.

                  The shares of common stock issued for the six months ended
                  March 31, 2002 relate to the debenture conversions.

NOTE 11-          INCOME TAXES
                  ------------

                  There was no income tax benefit recognized at December 31,
                  2001 and 2000.

                  The net deferred tax assets in the accompanying condensed
                  consolidated balance sheets include benefit of utilizing net
                  operating losses, however due to the uncertainty of utilizing
                  the net operating losses, an offsetting valuation allowance
                  has been established.

NOTE 12-          GOING CONCERN
                  -------------

                  As shown in the accompanying condensed consolidated financial
                  statements, the Company incurred substantial net losses for
                  the years ended September 30, 2001 and 2000 as well as for the
                  six months ended March 31, 2002. There is no guarantee whether
                  the Company will be able to generate enough revenue and/or
                  raise capital to support those operations. This raises
                  substantial doubt about the Company's ability to continue as a
                  going concern.

                  Management also states that they are confident that they can
                  improve operations and raise the appropriate funds to continue
                  developing the properties being acquired.

                  The condensed consolidated financial statements do not include
                  any adjustments that might result from the outcome of these
                  uncertainties.





                                       17
<PAGE>
Item 2.  Management's Discussion and Analysis or Plan of Operation

FORWARD-LOOKING STATEMENTS

This Report, including the following discussion, contains certain
forward-looking statements within the meaning of Section 27A of the Securities
Act of 1933 and Section 21E of the Securities Exchange Act of 1934. 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 potential acquisitions of or mergers with operating
companies. 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.

The following is a discussion of the consolidated financial condition and
results of operations of the Company for the three and six months ended March
31, 2002 and 2001, which should be read in conjunction with, and is qualified in
its entirety by, the consolidated financial statements and notes thereto
included elsewhere in this Report.

THE MANAGEMENT'S DISCUSSION AND ANALYSIS PRESENTED BELOW REFLECTS CERTAIN
RESTATEMENTS TO OUR PREVIOUSLY REPORTED RESULTS OF OPERATIONS FOR THE SIX AND
THREE MONTH PERIODS ENDED MARCH 31, 2002.

         The following discussion and analysis should be read in conjunction
with the Financial Statements appearing elsewhere in this Report on Form 10-QSB.

OVERVIEW

         Our business is residential real estate development and building
construction services. From 1993 until 1999 our business concentrated on
investing in and revitalizing single family homes in established older
residential neighborhoods in urban areas. We either bought single unit vacant
properties and built single family homes on them, or we bought abandoned homes
which we renovated and sold. During 1999, while retaining our efforts in the
renovation of urban single family homes as one aspect of our business, we
entered a second phase of business: the development, construction and ownership
of multifamily housing projects.

Beginning in the fiscal year ended September 30, 1999, we initiated a program of
acquisition of properties suitable for development as multifamily housing or
multiple unit single family development tracts. Since 1999, we have purchased
four tracts with the intention of building from 60 to 72 apartment units on each
tract and a 120 acre citrus grove for single family home development. In April
2000 we acquired Encore Services, Inc., a general construction contractor. We
have four multifamily apartment projects and one single family home subdivision
development project.

                                       18
<PAGE>
Results of Operations

         For the three and six months ended March 31, 2002, we incurred losses
of $77,954 and $141,350, respectively, compared to losses of $95,545 and
$450,235 for the comparable 2001 periods. The Company's expense for professional
fees and compensation constitute a substantial portion of the Company's
operating expenses. While the professional fees and compensation expenses remain
fairly constant for the three months ended March 31, 2001 and 2002, for the six
month periods ended March 31, 2001 and 2002, the Company's professional fees and
compensation expenses decreased from $346,514 to $123,593, primarily as a result
of a decrease in fees related to the Company's financing activities. The
decrease in professional fees and compensation expenses is largely attributable
to a decrease in the Company's financing activities in the six months ended
March 31, 2002, compared to its financing activities in the comparable 2001
period. The Company also substantially decreased its management fees in 2002,
and incurred no management fees for the three months ended March 31, 2002,
compared to $16,357 in management fees for the three months ended March 31,
2001.

         Our results of operations for the three-month period ended March 31,
2002, reflect adjustments and nonrecurring items of both revenue and cost, as
well as costs of financing activities. Management does not believe these results
are indicative of the Company's future revenues or expenditures, although there
can be no assurance that the Company's operating results will improve in the
future.

         The Company had a net loss of $1,154,108 in the six months ended March
31, 2002, and a net loss of $1,106,453 for the three months ended March 31,
2002, compared to losses of $467,627 and $111,468 for the comparable 2001
periods. Some of the changes in net loss between the 2002 periods compared to
the 2001 periods result from a decrease in operating losses. However, the
Company also experienced an unrealized loss on investment securities of
$1,029,499 in the three months ended March 31, 2002, as a consequence of the
sale of real property to an affiliate, Genesis Capital Corporation ("GNCP"), in
consideration of shares of GNCP restricted common stock valued for purposes of
the transaction at $2,000,000 but having a market value at March 31, 2002, of
$2,000. At the time of the real estate transaction between these parties, the
parties valued GNCP common stock at $.10 per share, which valuation was based
upon the market price of GNCP's common stock then prevailing. Subsequent to the
completion of the real estate transaction, GNCP's common stock price declined
very substantially. Although under the agreement of sale between the parties
GNCP is required to supply additional shares of its common stock to the Company
so that the Company will realize proceeds of $2,000,000 from the sale of GNCP
stock, the ability of the Company to realize that amount, or any comparable
amount, is in doubt. Accordingly, the Company's statement of operations reflects
the unrealized loss on investment securities of $1,029,499.

The Company's ability to operate at a profit is dependent upon the successful
completion of its existing projects, the sale of those projects before or upon
completion, the sale of individual units within the projects, and the initiation
of new real estate or other projects. The Company has invested substantial funds
in its existing projects, but was not been able to realize material profits from
any of these projects. Further, our Conquistador Plaza project has been subject
to substantial delays due to the inability of the Company's former contractor,
whose president was a director of our Company, to meet completion schedules. The
delays in construction caused the Company to commence financing construction
loan interest from its own resources, rather than from construction loan
proceeds, and to terminate the project's contractor.



                                       19
<PAGE>
On April 18, 2002, the Company's Conquistador Plaza, Inc., subsidiary received a
notice of default from counsel to its lender. The notice cited violations of
loan covenants by Conquistador Plaza, Inc., specifically those relating to the
proceeds of the construction loan's being insufficient to complete construction
of that company's project. The notice of default also cited the termination of
work on the project for a period of more than twenty days. As a consequence of
the defaults by Conquistador Plaza, Inc., the lender accelerated and declared
due and payable the entire indebtedness of Conquistador Plaza, Inc., of
$3,205,317.89, and advised Conquistador Plaza, Inc., that the lender would take
action to protect its interest if the entire balance due were not received by
May 19, 2002. Although the Company is not liable on the Conquistador Plaza,
Inc., loan, the Company has invested substantial funds in the development of the
Conquistador Plaza project and would lose its investment were the lender to
foreclose on its mortgage on that project. In order to repay the lender, the
Company is actively searching for a buyer for the project. Although the Company
believes that it will find a buyer on a timely basis, there can be no assurance
that it will be able to do so or, even if it does do so, that the Company will
be able to recover all or any part of its investment in the project or make a
profit from the sale, should it occur.

Liquidity and Capital Resources

In the six-month period ended March 31, 2002, the Company used net cash of
$1,479,762 in operating activities, compared to $2,720,104 in the comparable
2001 period. The Company acquired $1,349,718 of real estate holdings in the
six-month period ended March 31, 2002, compared to real property acquisitions of
$2,458,348 in the comparable 2001 period, as the Company continued at a
diminished rate its business plan to develop, construct and own multifamily
housing. In the six months ended March 31, 2002, the Company met its cash
requirements substantially from net proceeds of $499,956 from the issuance of
common stock and the sale of debentures. The Company realized net proceeds of
$1,583,259 from financing activities in the six months ended March 31, 2002,
compared to $2,795,493 in the comparable 2001 period, as the Company's proceeds
from debentures and common stock issuances, and also from notes and mortgages
payable, decreased substantially in the six months ended March 31, 2002,
compared to the period ended March 31, 2001.

At March 31, 2002, the Company had stockholders' equity of $2,890,787 compared
to stockholders' equity of $3,685,094 at September 30, 2001. The decrease in
stockholders' equity resulted primarily as a consequence of the Company's
deficit of $3,172,910 at March 31, 2002, compared to a deficit of $2,018,802 at
September 30, 2001. Although the Company issued significant shares of its common
stock in the six month period ended March 31, 2002, the Company's continuing
losses, and in particular the Company's expense related to the decrease in value
of its GNCP stock received on sale of real property to GNCP, resulted in a
substantial decrease in stockholders' equity from September 30, 2001, to March
31, 2002.

The Company's ability to meet its continuing operating expenses depends, in
substantial part, upon its ability to continue to raise capital through the sale
of debt or equity directly or its subsidiaries; through construction and
permanent mortgage financing; through the completion and sale, or sale prior to
completion, of the Company's real estate projects; and through the sale of land
purchased, but not developed, by the Company. In the likely event that the
Company will be forced to sell certain or all of its projects prior to
completion or, with respect to undeveloped property, prior to the time at which
the Company could benefit from any increase in the value of those properties,
such should increase occur, the Company's profit, if any, from its real estate
activities would be materially adversely affected. There can be no assurance
that the Company will be able to raise additional capital on a debt or equity
basis, or obtain mortgage financing, to complete any of its projects under
development, or to sell any completed development projects (should they be
completed) or land purchased for resale or development at a profit.

                                       20
<PAGE>
From time-to-time the Company has entered into agreements with unrelated third
parties for the sale of a property. However, all such agreements contain
customary contingencies, such as financing or governmental approval
contingencies, which the Company believes are sufficiently material as to make
uncertain the ability of the Company to complete these sales. As of the date of
this Report, the Company does not have an agreement of sale without unsatisfied
contingencies.

As described under the caption "Results of Operations," above, the Company may
lose its investment in the Conquistador Plaza Apartments development which it
has carried on through its Conquistador Plaza, Inc., subsidiary if that
Company's mortgage lender commences and successfully completes an action to
foreclose on the lender's mortgage on that property prior to the completion of a
sale by the Company.

In December 2001, the Company filed an Information Statement on Schedule 14C
with the Securities and Exchange Commission to increase its authorized shares of
common stock, among other things, but has not been able to obtain the
Commission's approval of the Information Statement nor, consequently, increase
its authorized shares. Pending resolution of this matter, the Company will not
be able to realize any proceeds from the sale of its convertible debentures,
other debt, or equity. Even if the Company were able to increase its authorized
capital, there can be no assurance that the Company would be able to raise
additional capital on a debt or equity basis, or to obtain mortgage financing,
to complete any of its projects under development (should they be completed), or
land purchased for resale or development at a profit. Further, although the
Company from time-to-time enters into agreements for the sale of its properties,
there can be no assurance that the Company will be successful in completing any
of these agreements of sale, all of which are subject to material contingencies,
including, but not limited to financing and local governmental approvals.

The Company believes that it has sufficient cash resources, together with
anticipated income from the sale of real properties, to maintain operations for
a period of at least twelve months. However, to provide additional cash for
operations and to grow the Company's business, we intend to continue to raise
capital from the sale of our debt or equity on a private basis. We also intend
to acquire additional financing from the proceeds of mortgage funding. The
Company's cash requirements will depend, in substantial part, upon the
availability of real estate acquisition opportunities and the amount necessary
to continue funding its real estate development projects. There can be no
assurance that any funds required by the Company for these purposes, or to meet
its operating requirements, will be available or, if they are, that they will be
available on acceptable terms and at such times as the Company requires such
capital.

Seasonality

         Our operations are principally based on the residential real estate
market in South Florida and the Northeast. These markets have historically been
both cyclical and seasonal. We experience generally higher sales in the second
and third fiscal quarters. Therefore, the results of any interim period is not
necessarily indicative of the results that might be expected during a full
fiscal year.

                                       21
<PAGE>
PART II - OTHER INFORMATION

Item 1.  Legal Proceedings

         In the ordinary course of business, the Company and its subsidiaries
are involved in legal proceedings incidental to our operations. The Company and
its subsidiaries are not currently involved in any legal proceedings that
management believes would have a material adverse effect on the operations or
financial condition of the Company and its subsidiaries taken as a whole. See,
however, the discussion under Item 2, "Management's Discussion and Analysis or
Plan of Operation," with respect to the probable commencement of foreclosure
proceedings on the Company's Conquistador Plaza project.

Item 2.  Changes in Securities and Use of Proceeds

                  None.

Item 3.  Defaults Upon Senior Securities

                  None.

Item 4.  Submission of Matters to a Vote of Security Holders

                  None.

Item 5.  Other Information

                  None.

Item 6.  Exhibits and Reports on Form 8-K

         A.       Exhibits.
                  --------
                  None.

         B.       Reports on Form 8-K
                  1. The Company filed a Report on Form 8-K on January 10, 2002,
with respect to the acquisition or disposition of assets (Item 2).
                                   SIGNATURES


         In accordance with the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned, duly authorized.

                                    NATIONAL RESIDENTIAL PROPERTIES, INC.
                                    (Registrant)


Dated: May 15, 2002                 By:/s/ RICHARD ASTROM
                                       ----------------------------------------
                                       Richard Astrom, President
                                       and Chief Executive Officer


                                       22