UNITED STATES
                             WASHINGTON, D.C. 20549
                       SECURITIES AND EXCHANGE COMMISSION

                                  FORM 10-QSB/A

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

                                     0-27159

                            (COMMISSION FILE NUMBER)

                FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2005

                                       OR

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

                      NATIONAL RESIDENTIAL PROPERTIES, INC.

             (Exact Name of Registrant as Specified in its Charter)

           Nevada                                              65-0439467
(State or Other Jurisdiction                                (I.R.S. Employer
      of Incorporation)                                  Identification Number)

                                  6915 RED ROAD
                                   SUITE #222
                           CORAL GABLES, FLORIDA 33143
                                 (305) 666-6565

               (Address, including zip code, and telephone number,
                  of registrant's principal executive offices)

         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[ ]

         As of June 17, 2005, there were 1,938,566,046 shares of the
Registrant's Common Stock, $.001 par value per share, outstanding.

         Transitional Small Business Disclosure Format (Check one):Yes[ ]  No|X|














                                       1
<PAGE>

                      NATIONAL RESIDENTIAL PROPERTIES, INC.
                  FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2005

                                TABLE OF CONTENTS

PART I FINANCIAL INFORMATION..................................................3

         ITEM 1.  FINANCIAL STATEMENTS........................................3

         ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION..18

         RISK FACTORS........................................................28

         ITEM 3.  CONTROLS AND PROCEDURES....................................31

PART II OTHER INFORMATION....................................................33

         ITEM 1.  LEGAL PROCEEDINGS..........................................33

         ITEM 2.  CHANGES IN SECURITIES AND SMALL BUSINESS ISSUER PURCHASES
                  OF EQUITY SECURITIES.......................................33

         ITEM 3.  DEFAULTS UPON SENIOR SECURITIES............................33

         ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS........33

         ITEM 5.  OTHER INFORMATION..........................................33

         ITEM 6.  EXHIBITS...................................................34

SIGNATURES...................................................................35




         THIS REPORT CONTAINS FORWARD-LOOKING STATEMENTS THAT INVOLVE RISKS AND
UNCERTAINTIES. SUCH STATEMENTS ARE BASED ON CURRENT EXPECTATIONS, ASSUMPTIONS,
ESTIMATES AND PROJECTIONS ABOUT THE COMPANY AND ITS INDUSTRY. THESE
FORWARD-LOOKING STATEMENTS INVOLVE RISKS AND UNCERTAINTIES. FORWARD-LOOKING
STATEMENTS ARE SUBJECT TO KNOWN AND UNKNOWN RISKS, UNCERTAINTIES AND OTHER
FACTORS THAT MAY CAUSE ACTUAL RESULTS, LEVELS OF ACTIVITY, PERFORMANCE,
ACHIEVEMENTS AND PROSPECTS TO BE MATERIALLY DIFFERENT FROM THOSE EXPRESSED OR
IMPLIED BY SUCH FORWARD-LOOKING STATEMENTS. THE COMPANY UNDERTAKES NO OBLIGATION
TO UPDATE PUBLICLY ANY FORWARD-LOOKING STATEMENTS FOR ANY REASON EVEN IF NEW
INFORMATION BECOMES AVAILABLE OR OTHER EVENTS OCCUR IN THE FUTURE. BECAUSE THE
COMPANY IS CURRENTLY ISSUING "PENNY STOCK" AS DEFINED IN RULE 3A51-1 UNDER THE
EXCHANGE ACT, THE SAFE HARBOR PROVISIONS OF THE PRIVATE SECURITIES LITIGATION
REFORM ACT OF 1995 DO NOT APPLY TO THE COMPANY.










                                       2
<PAGE>
                                     PART I
                              FINANCIAL INFORMATION

ITEM 1.           FINANCIAL STATEMENTS

             NATIONAL RESIDENTIAL PROPERTIES, INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEET
                                 MARCH 31, 2005

                                     ASSETS

Cash and cash equivalents                                              $3,087
Inventory - real estate holdings                                    1,300,000
Fixed assets, net of depreciation                                      21,983
Loan origination fees, net                                             11,162
Mortgage receivable and other                                          71,855
Other receivables                                                       8,260
                                                         ---------------------

                                        TOTAL ASSETS               $1,416,347
                                                         =====================





The accompanying notes are an integral part of these condensed consolidated
financial statements.































                                       3
<PAGE>
             NATIONAL RESIDENTIAL PROPERTIES, INC. AND SUBSIDIARIES
                CONDENSED CONSOLIDATED BALANCE SHEET (CONTINUED)
                                 MARCH 31, 2005

        LIABILITIES, TEMPORARY EQUITY AND STOCKHOLDERS' EQUITY (DEFICIT)


LIABILITIES
     Accounts payable and accrued expenses                             $80,114
     Debentures payable                                                199,202
     Notes and mortgages payable                                       745,404

     Total Liabilities                                               1,024,720
                                                                ---------------
TEMPORARY EQUITY                                                     4,417,938

STOCKHOLDERS' (DEFICIT)
     Common Stock, $.001 Par Value; 1,000,000 shares
     authorized and 1,000,000 shares issued and outstanding,
     respectively                                                        1,000
     Common Stock Class A Voting, $.001 Par Value; 0
     shares authorized and 0 shares issued and outstanding                   -
     Additional Paid-in Capital                                      3,606,580
     Deficit                                                        (7,633,891)

     Total Stockholders' (Deficit)                                  (4,026,311)
                                                                ---------------

TOTAL LIABILITIES, TEMPORARY EQUITY AND
STOCKHOLDERS' (DEFICIT)                                             $1,416,347
                                                                ===============




The accompanying notes are an integral part of these condensed consolidated
financial statements.






















                                       4
<PAGE>
             NATIONAL RESIDENTIAL PROPERTIES, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
        FOR THE SIX MONTHS AND THREE MONTHS ENDED MARCH 31, 2005 AND 2004


<TABLE>
<CAPTION>
                                                    SIX MONTHS ENDED                       THREE MONTHS ENDED
                                                        March 31,           March 31,           March 31,             March 31,
                                                          2005                2004                2005                  2004
                                                   --------------------  ----------------  -------------------  ------------------
OPERATING REVENUES
<S>                                                <C>                   <C>               <C>                  <C>
  Revenue                                           $            2,800    $    1,596,534                         $      1,574,250
  Cost of sales                                                      -        (1,471,084)                   -          (1,471,084)
GROSS PROFIT                                                     2,800           125,450                    -             103,166
OPERATING EXPENSES
   Professional fees and compensation expenses                 107,157           471,608               62,924             284,435
   Bad debt                                                      2,524                 -                    -                   -
   Advertising                                                       -             3,247                    -               1,117
   Travel and automobile expenses                               15,368            43,413                    -              26,538
   Telephone and utilities                                         616             6,885                    -               4,470
   Real estate taxes and property maintenance                    2,198            15,574                    -               9,010
   Office expenses                                               2,886            10,380                1,186               5,853
   Miscellaneous                                                12,483            13,811                3,952               5,980
   Depreciation and amortization                                12,156            31,504                6,078              17,574
                                                   --------------------  ----------------  -------------------  ------------------
       Total Operating Expenses                                155,388           596,422               74,140             354,977
                                                   --------------------  ----------------  -------------------  ------------------
LOSS BEFORE OTHER INCOME (EXPENSE)                            (152,588)         (470,972)             (74,140)           (251,811)
OTHER INCOME (EXPENSE)
   Interest expense                                            (25,735)          (10,739)              (3,835)             (5,423)
   Interest income                                               4,135            12,270                1,300               6,679
                                                   --------------------  ----------------  -------------------  ------------------
   Loss on sale of property                                          -                 -                    -                   -
                                                   --------------------  ----------------  -------------------  ------------------
       Total Other Income (Expense)                            (21,600)            1,531               (2,535)              1,256
                                                   --------------------  ----------------  -------------------  ------------------
NET LOSS BEFORE PROVISION FOR INCOME TAXES          $         (174,188)   $     (469,441)   $         (76,675)   $       (250,555)
Provision for Income Taxes                                           -                 -                    -                   -
                                                   --------------------  ----------------  -------------------  ------------------
NET LOSS APPLICABLE TO COMMON SHARES                $         (174,188)   $     (469,441)   $         (76,675)   $       (250,555)
                                                   ====================  ================  ===================  ==================
NET LOSS PER BASIC AND DILUTED SHARES               $            (0.17)   $        (0.47)   $           (0.08)   $          (0.25)
WEIGHTED AVERAGE NUMBER OF COMMON
    SHARES OUTSTANDING                                       1,000,000         1,000,000            1,000,000           1,000,000
                                                   ====================  ================  ===================  ==================
</TABLE>








The accompanying notes are an integral part of these condensed consolidated
financial statements.

                                       5
<PAGE>
             NATIONAL RESIDENTIAL PROPERTIES, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
              FOR THE THREE MONTHS ENDED MARCH 31, 2005 AND 2004


<TABLE>
<CAPTION>
                                                                                       2005                    2004
                                                                                -------------------      ------------------
<S>                                                                                      <C>                     <C>
CASH FLOWS FROM OPERATING ACTIVITIES
   Net loss                                                                              $(174,188)              $(469,441)
                                                                                -------------------      ------------------
Adjustments to reconcile net loss to net cash
provided by (used in) operating activities:
     Depreciation and amortization                                                          12,156                  31,504
  Changes in assets and liabilities
     Decrease in inventory - real estate holdings                                                -               1,226,862
 (Increase) in escrow receivable                                                                                    13,869
     (Increase) in deposits                                                                      -                  (7,200)
     (Increase) in mortgage receivable and others                                           (3,249)                      -
     Decrease in investment securities                                                       2,523                       -
     Increase (decrease) in accounts payable and
       and accrued expenses                                                                 47,482                 (65,612)
                                                                                -------------------      ------------------
     Total adjustments                                                                      58,912               1,199,423
                                                                                -------------------      ------------------
     Net cash provided by operating activities                                            (115,276)                729,982
                                                                                -------------------      ------------------
CASH FLOWS FROM INVESTING ACTIVITIES
    (Acquisition) of fixed assets                                                                -                  (8,653)
    Loans to officers, net                                                                       -                       -
    Loans to/from others                                                                    (8,260)                      -
    (Increase) Decrease in mortgage and notes receivable                                   116,600                (137,772)
                                                                                -------------------      ------------------
     Net cash provided by (used in) investing activities                                   108,340                (146,425)
                                                                                -------------------      ------------------
CASH FLOWS FROM FINANCING ACTIVITIES
    Net change in notes and mortgages payable                                              (14,997)             (1,261,906)
                                                                                -------------------      ------------------
        Net cash provided by (used in) financing activities                                (14,997)             (1,261,906)
                                                                                -------------------      ------------------
NET (DECREASE) IN
    CASH AND CASH EQUIVALENTS                                                              (21,933)               (678,349)
CASH AND CASH EQUIVALENTS -
    BEGINNING OF PERIOD                                                                     25,020                 794,715
                                                                                -------------------      ------------------
CASH AND CASH EQUIVALENTS - END OF PERIOD
                                                                                            $3,087                $116,366
                                                                                ===================      ==================
SUPPLEMENTAL DISCLOSURE OF CASH FLOW
   INFORMATION:
CASH PAID DURING THE PERIOD FOR:
    Interest expense                                                                       $25,735                  $2,779
                                                                                ===================      ==================
</TABLE>

The accompanying notes are an integral part of these condensed consolidated
financial statements.

                                       6
<PAGE>
             NATIONAL RESIDENTIAL PROPERTIES, INC. AND SUBSIDIARIES
  CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
                FOR THE SIX MONTHS ENDED MARCH 31, 2005 AND 2004


<TABLE>
<CAPTION>
                                                                     Class A              Additional
                                       Common Stock               Common Stock             Paid-in       Accumulated
                                 Shares        Amount         Shares         Amount        Capital         Deficit        Totals
                             ------------- ------------- -------------- -------------- -------------- --------------- --------------
<S>                          <C>           <C>           <C>            <C>            <C>            <C>             <C>

Balance, September 30, 2003     1,000,000   $     1,000              -   $          -   $  3,606,580   $  (6,332,982)  $ (2,725,402)

Net Loss                                -             -              -              -              -        (469,441)      (469,441)
                             ------------- ------------- -------------- -------------- -------------- --------------- --------------

Balance, March 31, 2004         1,000,000   $     1,000              -   $          -   $  3,606,580   $  (6,802,423)  $ (3,194,843)
                             ============= ============= ============== ============== ============== =============== ==============


Balance, September 30, 2004     1,000,000   $     1,000              -   $          -   $  3,606,580   $  (7,459,703)  $ (3,852,123)

Net Loss                                -             -              -              -              -        (174,188)      (174,188)
                             ------------- ------------- -------------- -------------- -------------- --------------- --------------

Balance, March 31, 2005         1,000,000   $     1,000              -   $          -   $  3,606,580   $  (7,633,891)  $ (4,026,311)
                             ============= ============= ============== ============== ============== =============== ==============
</TABLE>






















The accompanying notes are an integral part of these condensed consolidated
financial statements.


                                       7
<PAGE>
             NATIONAL RESIDENTIAL PROPERTIES, INC. AND SUBSIDIARIES
         CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN TEMPORARY EQUITY
                FOR THE SIX MONTHS ENDED MARCH 31, 2005 AND 2004

<TABLE>
<CAPTION>
                                                                     Class A                             Additional
                                     Common Stock                  Common Stock                           Paid-In
                                 Shares          Amount        Shares        Amount        Discount       Capital          Totals
                             --------------- ------------- -------------- ------------- -------------- -------------- --------------

<S>                          <C>             <C>              <C>         <C>           <C>            <C>               <C>
Balance, September 30, 2003   1,937,566,046   $ 1,937,566      1,000,000   $     1,000   $   (687,311)  $  3,166,683      4,417,938

No Activity                               -             -              -             -              -              -              -
                             --------------- ------------- -------------- ------------- -------------- -------------- --------------

Balance, March 31, 2004       1,937,566,046   $ 1,937,566      1,000,000   $     1,000   $   (687,311)  $  3,166,683   $  4,417,938
                             =============== ============= ============== ============= ============== ============== ==============

Balance, September 30, 2004   1,937,566,046   $ 1,937,566      1,000,000   $     1,000   $   (687,311)  $  3,166,683      4,417,938

No Activity                               -             -              -             -              -              -              -
                             --------------- ------------- -------------- ------------- -------------- -------------- --------------

Balance, March 31, 2005       1,937,566,046   $ 1,937,566      1,000,000   $     1,000   $   (687,311)  $  3,166,683   $  4,417,938
                             =============== ============= ============== ============= ============== ============== ==============
</TABLE>

























The accompanying notes are an integral part of these condensed consolidated
financial statements.

                                       8
<PAGE>
             NATIONAL RESIDENTIAL PROPERTIES, INC. AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                             MARCH 31, 2005 AND 2004


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
          National   Residential   Properties,   Inc.  (the  "COMPANY")   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  suggested  that  these  condensed   consolidated
          financial  statements  be read in  conjunction  with the September 30,
          2004 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,  changes in  permanent  stockholders  equity
          (deficit),  changes in temporary equity and cash flows for the periods
          presented.

          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  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>
          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,  ("CONNECTICUT  ACQUISITION")  entered into a
          joint  venture  to  develop  a  parcel  of  land  located  in  Hebron,
          Connecticut,  (the  "HEBRON  PARCEL")  as  a  senior  adult  community
          pursuant  to a land  development  agreement  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 erect
          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 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  obtained  a loan from  accredited  investors
          evidenced  by  its  8%  Series  A  Senior   Subordinated   Convertible
          Redeemable Debentures due April 13, 2003 (the "CONNECTICUT ACQUISITION
          DEBENTURES"),  which were convertible from time to time into shares of
          Connecticut  Acquisition's  Class  A  Common  Stock.  On May 8,  2001,
          following  the   acquisition   of  the  Hebron   Parcel,   Connecticut
          Acquisition was merged into the Company.  As a result,  all rights and
          obligations  of Connecticut  Acquisition  inured to the benefit of and
          became  binding  upon  the  Company.   Pursuant  to  the  merger,  the
          Connecticut  Acquisition Debentures were surrendered and canceled, and
          new debentures,  identical to the Connecticut  Acquisition Debentures,
          together  with  accompanying  conversion  rights into  authorized  but
          unissued  shares of the Company's  common  stock,  par value $.001 per
          share ("NRES COMMON STOCK"), were issued by the Company to the holders
          of the Connecticut  Acquisition  Debentures.  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 ("SENIOR ADULT  LIFESTYLE") a related
          entity through common corporate officers, all of the rights, title and
          interest  in (i) the Hebron  Parcel;  and (ii)  contracts  to purchase
          certain  parcels of real property in Watertown,  New Milford,  Granley
          and East Windsor,  Connecticut.  As additional  consideration  for the
          conveyance to Senior Adult Lifestyle, the Company received on February
          1,  2002,  20  million  shares  of  common  stock of  Genesis  Capital
          Corporation  of  Nevada  ("GENESIS"),   the  parent  of  Senior  Adult
          Lifestyles. These shares were based on a value of $0.10 per share, the
          value  the stock  was  trading  for in  December  2001,  for an agreed
          consideration  of $2  million.  Should the value at the earlier of (a)
          the time the Company sells these shares or (b) the expiration of three
          years from the date of the conveyance  fall below $2 million,  Genesis
          will be required to issue to the Company, additional shares of Genesis
          Common  Stock to make up the  difference  in  value.  The value of the
          Genesis Common Stock was $.009 ($180,000) on February 1, 2002.

                                       10
<PAGE>
          On October 17, 2001, the Company's other wholly-owned  subsidiary,  DC
          Power Products  Acquisition  Corp, ("DC POWER"),  obtained a loan from
          accredited  investors evidenced by its 8% Series A Senior Subordinated
          Convertible  Redeemable Debentures due October 17, 2003 (the "DC POWER
          DEBENTURES"),  which were convertible from time to time into shares of
          DC  Power's  common  stock.  DC Power was merged  into the  Company on
          November 1, 2001. As a result,  all rights and  obligations  inured to
          the benefit of and became binding upon the Company.

          Pursuant to the merger,  the DC Power  Debentures were surrendered and
          canceled,  and new debentures,  identical to the DC Power  Debentures,
          together  with  accompanying  conversion  rights into  authorized  but
          unissued  shares of NRES Common  Stock,  were issued by the Company to
          the holders of the DC Power Debentures.

          In October 2003, the Company began lending money to individuals in the
          form of mortgage  notes.  The Company  acts as broker on some of these
          transactions and receives loan origination fees for its services.

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.

          REVENUE AND COST RECOGNITION

          Sales of real estate are generally  recognized  under the full accrual
          method when each of the  criteria  in  paragraph 5 of SFAS 66 are met.
          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.

          The  Company   recorded  the  sale  of  property  to  Genesis  Capital
          Corporation under the cost recovery method.  When this method is used,
          no profit is recognized on the sales transaction until the cost of the
          property sold is recovered. (See Note 1) As such, this transaction did
          not impact the Company's  statement of operations for any period until
          the cost of the property was recovered.

                                       11
<PAGE>
          Acquisition  and other direct  costs,  and  interest 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.

          The  Company  follows  SFAS  91,  whereby  loan  origination  fees are
          deferred and recognized  over the life of the loan as an adjustment of
          yield (interest income).

          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.

          FIXED ASSETS

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

                  Equipment and other                         3 to 5 Years
                  Vehicles                                      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.

          ADVERTISING

          Costs of advertising are expensed as incurred.  Advertising costs were
          $0 and  $3,845  for the six  months  ended  March  31,  2005 and 2004,
          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.





                                       12
<PAGE>
          The following is a  reconciliation  of the  computation  for basic and
          diluted EPS:


<TABLE>
<CAPTION>
                                                             March 31,           March 31,
                                                               2005                 2004
                                                         ------------------   -----------------

<S>                                                       <C>                  <C>
Net Loss                                                  $       (174,188)    $      (469,441)
                                                         ------------------   -----------------

Weighted-average common shares outstanding (Basic)               1,000,000           1,000,000

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

Weighted-average common shares outstanding (Diluted)             1,000,000           1,000,000
</TABLE>


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

          There are no options and  warrants  outstanding  to purchase  stock at
          March 31, 2005 and 2004.

          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 unless the
          change in value is deemed permanent.  If the decline in value is other
          than temporary,  the security shall be written down to fair value as a
          new cost  basis and the  amount  shall be  included  in  earnings  and
          accounted  for as a realized  loss.  The new cost  basis  shall not be
          charged for subsequent recoveries in fair value.

          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.

                                       13
<PAGE>
          FAIR VALUE OF FINANCIAL INSTRUMENTS

          The carrying  amount  reported in the condensed  consolidated  balance
          sheets for cash and cash equivalents,  mortgages 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 fair  value of the  notes and
          mortgages payable is estimated based on interest rates for the same or
          similar  debt  offered  to the  Company  having  the  same or  similar
          remaining maturities and collateral requirements.

          LOAN ORIGINATION FEES

          Represent fees in connection  with obtaining  mortgages on the various
          properties. Loan origination fees are written off over the life of the
          loan. Should the loan be paid off sooner prior to the full term of the
          loan, the remaining  capitalized  costs will be charged against income
          at that time.  Amortization expense for the six months ended March 31,
          2005 and 2004 is $6,526 and $25,454, respectively.

          RECLASSIFICATIONS

          Certain  amounts  for the six months  ended  March 31,  2004 have been
          reclassified  to conform with the  presentation  of the March 31, 2005
          amounts.  The  reclassifications  have no effect on net income for the
          six months ended March 31, 2004.

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.

          The Company follows SFAS 144 accounting for the impairment or disposal
          of long-lived  assets.  An impairment loss shall be recognized only if
          the  carrying  value  of a  long  lived-asset  (asset  group)  is  not
          recoverable and exceeds its fair value. Since the Company's assets are
          not generating  income, the fair valued is determined and estimated by
          management  and  current  market  conditions,  the amount at which the
          asset could be bought or sold in a current transaction between willing
          parties, that is other than a forced or liquidation sale.

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

          Represents  amounts due from  individuals who purchased  property from
          the Company or amounts due from  individuals  the Company loaned money
          to in the form of  mortgages.  Amounts  due at  March  31,  2005  were
          $70,555.





                                       14
<PAGE>
NOTE 5 -  FIXED ASSETS
          ------------

          Fixed assets consist of the following at March 31, 2005:


                  Office Equipment and other                  $     30,968
                  Vehicles                                          31,509
                                                             --------------
                  Subtotal                                          62,477
                  Accumulated Depreciation                         (40,494)
                                                             --------------


                                             Total            $     21,983
                                                             ==============

          Depreciation  expense  was $5,630 and $6,050 for the six months  ended
          March 31, 2005 and 2004, respectively.

NOTE 6 -  MORTGAGES AND NOTES PAYABLE
          ---------------------------

          Mortgages  and notes  payable  consist of the  following  at March 31,
          2005:

          The Company has  various  mortgages  and  construction  loans  payable
          aggregating  $745,404 at March 31, 2005.  These amounts are payable at
          various  times  ranging  through  June 30, 2005,  bearing  interest at
          various rates  ranging from 5% through 7% per year.  The mortgages and
          construction  notes are  secured  by the land and  buildings  held for
          development by the Company.

NOTE 7 -  CONVERTIBLE DEBENTURES PAYABLE
          ------------------------------

          The Company has convertible  debentures  outstanding at March 31, 2005
          in the amount of $199,202.  These debentures accrue interest at 8% per
          annum.  These  debentures  matured along with the related  interest at
          November  2004,  however,  no repayments or further  conversions  were
          made.  The  debentures  are  convertible  at  the  discretion  of  the
          investors pursuant to the convertible debenture agreement.

          Interest  expense  for the six months  ended  March 31,  2005 and 2004
          relating to the debentures were $7,960 and $7,960, respectively.

NOTE 8 -  ACQUISITIONS
          ------------

          On February 10, 2000, the Company  acquired MAS XV Acquisitions  Corp.
          for  1,500,000  shares of its common stock valued at $.19 per share or
          $285,000.  Additionally, on April 1, 2000, the Company acquired 80% of
          the Encore  Services,  Inc.  for  250,000  shares of its common  stock
          valued at  $33,750.  The  Company  restated  its  September  30,  2000
          consolidated  financial  statements and expensed the entire amounts of
          these acquisitions because they were determined to have no value. Both
          companies had no assets or liabilities upon the purchase.


                                       15
<PAGE>
          On May 8, 2001, the Company merged with Connecticut  Acquisition Corp.
          No. 1 and  acquired  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.

NOTE 9 -  CONTINGENCY/UNCERTAINTY
          -----------------------

          The Company  during the year ended  September  30, 2001,  became aware
          that some or all of certain changes to its capital  structure were not
          validly adopted by the Company's  board of directors,  approved by the
          Company's  shareholders,  or filed with the  Secretary of State of the
          State of Nevada as required  by the laws of the State of Nevada.  As a
          result, it appears that the Company never has been authorized to issue
          more than  1,000,000  shares of its  common  stock.  All shares of the
          Company's  common stock issued in excess of 1,000,000 shares appear to
          have  been  issued  in  excess  of the  Company's  authorized  amount,
          therefore,  these shares have been  reclassified  to temporary  equity
          (See Note 10).

          In addition to the Company's  issuance of shares of common stock above
          the Company's  authorized  amount, the Company issued shares of common
          stock that at the time may not have been sold in  compliance  with the
          registration provisions of Section 5 of the Securities Act of 1933, as
          amended.The full impact of these items were unknown at this time. As a
          result, the Company had reclassified $3,927,047 to temporary equity as
          of September 30, 2001.  Subsequent to September 30, 2001,  the Company
          issued  843,265,695  shares of stock in connection with the conversion
          of  debentures  that have been  classified as temporary  equity.  This
          resulted in an increase to  temporary  equity of $490,891 for the nine
          months ended June 30, 2002. This account acts as a reserve for capital
          that the Company may be required to repay.

          The Company  expects to  reclassify  certain  amounts  from  temporary
          equity to permanent stockholders' equity after it has resolved certain
          changes to its capital  structure and cured any  overissuances  of its
          common stock pursuant to Section 13 of the Securities Act.

NOTE 10 - TEMPORARY EQUITY
          ----------------

          The Company has  recorded on its balance  sheet as a temporary  equity
          account for those  securities  issued that may not have been issued in
          compliance  with  the  registration  provisions  of  Section  5 of the
          Securities  Act of 1933,  as amended  and for the  issuance  of common
          stock issued above its  authorized  amount.  All related  amounts that
          were  previously  included  in  common  stock and  additional  paid-in
          capital of the permanent  stockholders'  equity (deficit) section have
          been  reclassified to temporary  equity as their redemption may not be
          solely within the control of the issuer. Temporary equity at March 31,
          2005  and  2004,  were   $4,417,938  and   $4,417,938,   respectively.
          Substantially  all the shares issued in connection with the conversion
          of debentures have been reclassified as temporary equity.



                                       16
<PAGE>
NOTE 11 - STOCKHOLDERS' EQUITY (DEFICIT)
          ------------------------------

          As of March 31, 2005 and 2004, there were 1,000,000 shares  authorized
          shares,  and 1,000,000  shares issued and outstanding of the Company's
          common stock with a par value of $.001.

          The Company  issued  843,265,695  shares of common stock for the three
          months ended  December  31, 2001,  and there have been no issuances of
          common  stock since this time  period.  These  shares are  recorded in
          temporary  equity  (See Note 10).  All of these  shares were issued in
          excess of authorized limits.

          As of March 31, 2005 and 2004,  there were 0 shares  authorized  and 0
          shares issued and  outstanding of the Company's  Class A Voting common
          stock with a par value of $.001. (See Note 9).

NOTE 12 - INCOME TAXES
          ------------

          There was no income tax benefit recognized at March 31, 2005 and 2004.

          The net deferred tax assets in the accompanying condensed consolidated
          balance  sheet include  benefit of utilizing  net operating  losses of
          approximately  $7,641,681  (at March  31,  2005),  however  due to the
          uncertainty  of utilizing  the net  operating  losses,  an  offsetting
          valuation allowance has been established.

NOTE 13 - LITIGATION
          ----------

          On August 2, 2002,  Encore  Builders  filed suit against  Conquistador
          Plaza,  a  subsidiary  of the  Company,  in the  Circuit  Court of the
          Eleventh  Judicial Circuit in Miami-Dade  County,  Florida seeking the
          foreclosure  of a  mechanic's  lien with  respect to the  Conquistador
          Plaza  development.  Encore Builders  asserts that  $504,076.03 is due
          from  Conquistador  Plaza, Inc. The company paid $342,858 in 2003, and
          the  remaining  balance of $161,218 was written off at  September  30,
          2003 as the case has been settled.

          On December 13, 2002, the Company filed an Amended  Complaint  against
          the Town of Bay Harbor  Islands  and the  Director  of the Town of Bay
          Harbor Islands, Building and Zoning Department in the Circuit Court of
          the 11th Judicial Circuit for Miami-Dade County, Florida regarding (i)
          an  application  by the  Company  for  zoning  approval  for a planned
          residential  development  overlay  district and (ii) approval from the
          Town  of Bay  Harbor  for the  development  of the  Residences  at Bay
          Harbor.  Subsequent  to the filing of this case,  the Company  filed a
          related complaint in the United States District Court for the Southern
          District of Florida. The federal claim was dismissed with prejudice on
          May 20,  2003.  In July  2003,  the  Company  filed a  Second  Amended
          Complaint  amending  its  complaint  to add state law counts that were
          previously  asserted by the Company in its federal complaint.  On June
          30, 2004,  the Circuit Court  granted the Town of Bay Harbor  Islands'
          summary judgment motion.

          On April 7, 2005,  the Company  entered into an Agreement for Purchase
          and  Sale  (the  "BAY  HARBOR   AGREEMENT")  with  Bay  Harbor  Island
          Associates,  L.P.  to sell the Bay  Harbor  property.  The Bay  Harbor
          Agreement provides that the Company will transfer fee simple title and
          all related  interests in thte  property in exchange for $1.4 million.
          Upon  execution  of  the  Bay  Harbor  Agreement,  Bay  Harbor  Island
          Associates,  L.P.  delivered a deposit of $10,000  into escrow for the
          Company.  The transaction is subject to a 30 day inspection period and
          is scheduled  to close on August 5, 2005  (subject to the right of Bay
          Harbor Island Associates, L.P. to advance the closing date upon notice
          to  the  Company).   The  Bay  Harbor  Agreement   contains  customary
          representations,  warranties  and conditions for a transaction of this
          type.

                                       17
<PAGE>
ITEM 2.     MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

         THE  FOLLOWING  DISCUSSION  SHOULD  BE READ  IN  CONJUNCTION  WITH  THE
COMPANY'S  FINANCIAL  STATEMENTS  AND THE  NOTES TO THOSE  STATEMENTS  AND OTHER
FINANCIAL INFORMATION APPEARING ELSEWHERE IN THIS REPORT.

         THE  COMPANY  CAUTIONS   INVESTORS  THAT  ITS  BUSINESS  AND  FINANCIAL
PERFORMANCE ARE SUBJECT TO SUBSTANTIAL  RISKS AND  UNCERTAINTIES.  IN EVALUATING
THE COMPANY'S  BUSINESS,  PROSPECTIVE  INVESTORS SHOULD  CAREFULLY  CONSIDER THE
INFORMATION  SET FORTH IN THE  COMPANY'S  ANNUAL REPORT ON FORM 10-KSB/A FOR THE
YEAR ENDED  SEPTEMBER 30, 2004 UNDER THE CAPTION  "RISK  FACTORS" IN ADDITION TO
THE OTHER INFORMATION SET FORTH HEREIN.

BACKGROUND CAPITALIZATION INFORMATION

         The original  Articles of  Incorporation  (the  "ARTICLES") of National
Residential  Properties,  Inc., a Nevada corporation (the "COMPANY")  authorized
the  Company to issue 1 million  shares of the  Company's  common  stock  ("NRES
COMMON STOCK").  After its incorporation,  the following events occurred: (i) in
December  of 1994,  the Company  attempted  to effect a 2 for 1 stock split (the
"1994 STOCK SPLIT");  (ii) in January of 1999, the Company attempted to effect a
1 for 10 reverse stock split (the "1999 REVERSE STOCK SPLIT"); (iii) between the
date of its incorporation and January of 2001, the Company believed it increased
the  number of shares it was  authorized  to issue  from 1 million to 40 million
shares of NRES Common Stock (the "40 MILLION SHARE  INCREASE");  (iv) in October
of 2000, the Company  attempted to increase the number of shares the Company was
authorized  to issue from 40 million to 250 million  shares of NRES Common Stock
(the  "250  MILLION  SHARE  INCREASE");  (v) in  January  of 2001,  the  Company
attempted to increase the number of shares it was  authorized  to issue from 250
million to 750 million  shares of NRES Common Stock and effected a 3 for 1 stock
split (the "750 MILLION SHARE INCREASE");  and (vi) in June of 2001, the Company
attempted to increase the number of shares it was  authorized  to issue from 750
million to 1.5  billion  shares of NRES  Common  Stock (the "1.5  BILLION  SHARE
INCREASE", and together with the 1994 Stock Split, the 1999 Reverse Stock Split,
the 40 Million  Share  Increase,  the 250  Million  Share  Increase  and the 750
Million Share Increase, the "CAPITAL CHANGES"). The Company has since determined
that  some  or all of the  Capital  Changes  were  not  validly  adopted  by the
Company's  board of directors,  approved by the Company's  shareholders or filed
with the  Secretary  of State of the State of Nevada as  required by the laws of
the  State of  Nevada.  As a  result,  it  appears  the  Company  never has been
authorized to issue more than 1 million shares of NRES Common Stock.  All shares
of NRES Common  Stock issued in excess of 1 million  shares  appear to have been
issued in excess of the authorized amount.

         Given the  foregoing,  the  Company  has  attempted  to  determine  the
majority  owners of the validly issued shares of NRES Common Stock.  The Company
discovered that Richard Astrom and Pamela Gay Astrom, tenants by the entireties,
were issued a substantial  block of shares shortly after the Company merged with
National Rehab  Properties,  Inc. These shares  consisted of the majority of the
Company's  validly  issued  outstanding  shares.  After their initial  issuance,
approximately  22% of these shares were  transferred  by Mr. and Mrs.  Astrom to
their family members, and were then resold into the public market. While Mr. and
Mrs. Astrom did transfer these shares, the Company's assumption is that, because
the shares are largely fungible,  the shares  transferred by Mr. and Mrs. Astrom
were those issued in excess of the Company's  authorized  amount. If the Company
is  incorrect  in this  assumption,  Mr. and Mrs.  Astrom would no longer be the
owners of a majority of the  Company's  validly  issued  shares.  The  Company's
former  transfer  agent's  records  show  that the  remainder  of  these  shares
(including those shares that the Company assumes were validly issued) were still
held by  Richard  and Pamela  Astrom,  as  tenants  by the  entireties  when the
Company's former transfer agent and the Company severed relations. The Company's
current  transfer  agent's  records confirm that these shares can be traced from
that time to the present,  as they are still held by Richard and Pamela  Astrom,
as tenants by the entireties,  and have not been sold or otherwise  transferred.
As such,  Richard  Astrom and Pamela Gay Astrom,  as tenants by the  entireties,
appear to hold a majority of the validly issued shares of NRES Common Stock.

                                       18
<PAGE>
         After making the aforementioned factual findings, the Company proceeded
to retain local  counsel in the State of Nevada to  determine  the effect of the
invalidity  of some or all of the Capital  Changes and to confirm the  foregoing
analysis  under  Nevada  law.  Based on the  Company's  discussions  with Nevada
counsel and the assumption that the shares  transferred to Mr. and Mrs. Astrom's
family  members  described  above included only those shares that were issued in
excess of the Company's authorized amount, the Company determined (and currently
believes)  that Richard and Pamela  Astrom can amend the  Company's  Articles of
Incorporation to increase the Company's  authorized  shares of common stock. The
Company  also  believes  that the issuance of NRES Common Stock in excess of the
authorized  amount  can be  cured  by the  Company's  board  of  directors.  The
Company's board of directors  intends to cure and ratify the  overissuances  and
the Capital  Changes  after  Richard  and Pamela  Astrom  amend the  Articles of
Incorporation  to increase  the number of  authorized  shares.  The Company also
intends  to file  an  Information  Statement  on  Schedule  14C  reflecting  the
foregoing, and other actions taken by Richard and Pamela Astrom, as appropriate.

OVERVIEW

     o   The  Company was  incorporated  on October  18,  1971,  in the State of
         Nevada  under the name of Mister  Las  Vegas,  Inc.  At the time of its
         incorporation,  the Company was authorized to issue 1 million shares of
         its common stock.

     o   Pursuant to a letter agreement  executed on November 15, 1994,  Richard
         Astrom,  the  then-president  of National  Rehab  Properties,  Inc.,  a
         Florida corporation formed on October 1, 1993, purchased 200,000 of the
         235,000  issued and  outstanding  shares of NRES Common  Stock from the
         Company's then controlling  stockholders.  At this time the Company was
         authorized to issue 1 million shares of NRES Common Stock.  On December
         15, 1994,  the  Company's  board of  directors  approved the 1994 Stock
         Split,  giving  Richard  Astrom  400,000 of the issued and  outstanding
         shares of NRES Common Stock.

     o   On December 15, 1994,  the Company  entered into an agreement of merger
         with National Rehab Properties, Inc. On May 15, 1995, the merger became
         effective and National Rehab Properties,  Inc. merged with and into the
         Company,  with  National  Rehab  Properties,   Inc.  remaining  as  the
         surviving entity. The surviving entity subsequently changed its name to
         National  Rehab  Properties,  Inc.  and  became  authorized  to conduct
         business in the State of Florida on August 17, 1995.

     o   In January 1999, the Company attempted to effect the 1999 Reverse Stock
         Split.

     o   Between the date of its  incorporation and January of 2001, the Company
         attempted to increase  the number of shares the Company was  authorized
         to issue from 1 million to 40 million  shares of Common Stock  pursuant
         to the 40 Million Share Increase.

     o   On June 17, 1999,  pursuant to a joint action by written consent of the
         Company's  shareholders  and board of directors,  the Company was given
         the  authority  to amend its Articles of  Incorporation  to authorize 2
         million shares of Class A Common Stock per share and to issue 1 million
         shares  of its newly  authorized  Class A Common  Stock to  Christopher
         Astrom.

                                       19
<PAGE>
     o   In April  2000,  the  Company  acquired  80% of Encore  Services,  Inc.
         ("ENCORE  SERVICES").  Encore Services served as the Company's  general
         construction  contractor,  but  was  subsequently  replaced  by  Encore
         Builders, Inc. ("ENCORE BUILDERS"),  a former subsidiary (through March
         21, 2002) of Vacation  Ownership  Marketing,  Inc.  Vacation  Ownership
         Marketing,  Inc. ("VACATION OWNERSHIP") is an affiliate of the Company.
         Encore  Builders  was  the  general  construction  contractor  for  the
         Company's  Conquistador Plaza project in Miami, Florida. Since the time
         Encore Builders  replaced  Encore Services as the general  construction
         contractor of the Company's Conquistador Plaza project, to the time the
         Company  severed its  relationship  with Encore Services in March 2002,
         Encore Services has been inactive.

     o   In October 2000, the Company  changed its name to National  Residential
         Properties, Inc. (the "NATIONAL RESIDENTIAL NAME CHANGE").

     o   In October 2000, the Company  attempted to effect the 250 Million Share
         Increase  by filing a  Certificate  of  Change in Number of  Authorized
         Shares with the Nevada  Secretary of State to increase  its  authorized
         number of shares from 40 million shares, to 250 million shares.

     o   In January 2001, the Company  attempted to effect the 750 Million Share
         Increase.

     o   On April 12, 2001, the Company's wholly-owned  subsidiary,  Connecticut
         Acquisition  Corp. No. 1  ("CONNECTICUT  ACQUISITION")  obtained a loan
         from  accredited   investors  evidenced  by  its  8%  Series  A  Senior
         Subordinated  Convertible Redeemable Debentures due April 12, 2003 (the
         "CONNECTICUT ACQUISITION DEBENTURES"), which were convertible from time
         to time into shares of Connecticut  Acquisition's Class A common stock.
         On May 8,  2001,  Connecticut  Acquisition  merged  with  and  into the
         Company,  with the Company  remaining  as the  surviving  entity.  As a
         result, all rights and obligations of Connecticut Acquisition inured to
         the benefit of and became  binding  upon the  Company.  Pursuant to the
         merger,  the Connecticut  Acquisition  Debentures were  surrendered and
         canceled, and new debentures,  identical to the Connecticut Acquisition
         Debentures (the "NRES  CONNECTICUT  DEBENTURES"),  but convertible into
         authorized and unissued shares of NRES Common Stock, were issued by the
         Company to the holders of the Connecticut Acquisition Debentures.

     o   In June 2001,  the Company  filed a Certificate  of Amendment  with the
         Nevada  Secretary of State  attempting  to effect the 1.5 Billion Share
         Increase.

     o   On October 17, 2001, the Company's  wholly-owned  subsidiary,  DC Power
         Products   Acquisition  Corp.  ("DC  POWER"),  a  Florida  corporation,
         obtained a loan from accredited  investors evidenced by its 8% Series A
         Senior Subordinated  Convertible  Redeemable Debentures due October 17,
         2003 (the "DC POWER  DEBENTURES"),  which were convertible from time to
         time into shares of DC Power's  common  stock.  On November 1, 2001, DC
         Power  merged with and into the Company  with the Company  remaining as
         the surviving  entity.  As a result,  all rights and  obligations of DC
         Power  inured to the benefit of and became  binding  upon the  Company.
         Pursuant to the merger,  the DC Power  Debentures were  surrendered and
         canceled, and new debentures, identical to the DC Power Debentures (the
         "NRES DC  POWER  DEBENTURES"  and  together  with the NRES  Connecticut
         Debentures, the "NRES DEBENTURES"), but convertible into authorized and
         unissued shares of NRES Common Stock, were issued by the Company to the
         holders of the DC Power Debentures.

                                       20
<PAGE>
     o   The Company's Articles of Incorporation,  as amended, currently provide
         that the Company is  authorized  to issue up to 1.5  billion  shares of
         NRES Common Stock.  However,  the Company concluded that the 1994 Stock
         Split, the 1999 Reverse Stock Split, the 40 Million Share Increase, the
         250 Million Share Increase,  the 750 Million Share Increase and the 1.5
         Billion  Share  Increase  may not  have  been  validly  adopted  by the
         Company's board of directors, approved by the Company's shareholders or
         filed with the  Secretary of State of the State of Nevada,  as required
         by the laws of the State of Nevada.  As such,  the Company  believes it
         currently has only 1 million shares of NRES Common Stock authorized,  a
         majority  of which are owned by  Richard  and  Pamela  Gay  Astrom,  as
         tenants by the entireties. In this report, references to shares of NRES
         Common Stock that do not reflect the Capital Changes  referenced  above
         are noted as such.

     o   Additionally, as a result of the conversion of the NRES Debentures into
         NRES Common Stock and the  decrease in the price of NRES Common  Stock,
         investors  were entitled to more shares than  authorized.  As a result,
         the  Company,  as of May 13,  2005,  has  1,938,566,046  shares of NRES
         Common Stock issued,  which  exceeds the number of  authorized  shares.
         Under the state law of Nevada, it may be possible that the transactions
         for shares in excess of the  number of  authorized  shares  will not be
         viewed  as  valid  and  the  Company  may  be  responsible  for  taking
         corrective action or compensating the stockholders.

OPERATING HISTORY

         From 1993 until 1999, the Company's business  concentrated on investing
in and  revitalizing  single  family  homes  in  established  older  residential
neighborhoods  in urban  areas.  The Company  either  bought  single unit vacant
properties  and built single  family homes on them,  or bought  abandoned  homes
which the Company then  renovated  and sold.  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. In 2004, the Company
commenced operations as a mortgage lender.

         The Company has become licensed to extend credit as a mortgage  lender,
implemented an online  appraisal  service and has begun active efforts to locate
potential  borrowers,  including  increased  advertising efforts and discussions
with  mortgage  brokers.  Although  the  Company has  determined  to develop its
mortgage lending business,  it has not discontinued its real estate  development
business.  The Company plans to continue its real estate development business in
tandem with its mortgage lending business to the extent appropriate  development
opportunities  present  themselves  and become  available  to the  Company.  The
Company has not hired  additional  personnel to engage in its  mortgage  lending
business.   As  of  March  31,  2005,  the  Company  has  approximately  $71,000
outstanding in credit extended to borrowers.

                                       21
<PAGE>
CONNECTICUT PROPERTIES

         On May 4, 2001,  the  Company's  wholly-owned  subsidiary,  Connecticut
Acquisition,  entered into a land  development  agreement with a Mr. Nathan Kahn
and  various  companies  controlled  by him (the "KAHN  ENTITIES")  to develop a
parcel of land located in Hebron,  Connecticut (the "HEBRON PARCEL") as a senior
adult community. Thereafter, Connecticut Acquisition and the Kahn Entities hoped
to  continue to develop the Hebron  Parcel  with a view  toward  either  selling
developed lots to builders or erecting dwellings  themselves.  In addition,  the
Kahn Entities had obtained options to purchase and develop other properties, and
the Kahn  Entities  advised  they  would  need  additional  funding to pay their
expenses,  such  as  engineering  reports,  zoning  studies,  and the  like,  in
connection  with the obtaining and  maintenance of these  options.  On April 12,
2001, in contemplation of the financing of this project, Connecticut Acquisition
obtained  a  loan  from  accredited   investors  evidenced  by  the  Connecticut
Acquisition Debentures.

         From the proceeds of the sale of the Connecticut Acquisition Debentures
approximately (a) $160,000 was to be used by Connecticut  Acquisition to acquire
the Hebron  Parcel  (together  with a mortgage in the amount of  $315,000  which
Connecticut  Acquisition  would  assume)  and  (b)  $680,000  was to be  used by
Connecticut  Acquisition to pay the expenses to be incurred with the development
of the other properties.

         On May 8, 2001,  following  the  acquisition  of the  Hebron  Parcel by
Connecticut  Acquisition,  Connecticut  Acquisition  merged  with  and  into the
Company.  As a  result  of  the  Merger,  (a)  the  rights  and  obligations  of
Connecticut Acquisition with respect to the land development agreement inured to
the benefit of and became  binding  upon the  Company,  and (b) the  Connecticut
Acquisition  Debentures were  surrendered and canceled and the NRES  Connecticut
Debentures,  which were convertible  into NRES Common Stock,  were issued by the
Company to the holders of the Connecticut Acquisition Debentures.

         In 2001, the Company sold all the rights, title and interest in (i) the
Hebron Parcel and (ii) contracts to purchase certain parcels of real property in
Watertown,  New Milford,  Granby and East Windsor,  Connecticut  to Senior Adult
Lifestyle,   Inc.,  a  subsidiary  of  Genesis  Capital  Corporation  of  Nevada
("GENESIS"), which may be deemed an affiliate of the Company.

CONQUISTADOR PLAZA

         In April 2000, the Company  acquired 80% of the  outstanding  shares of
Encore Services,  a general construction  contractor.  The remaining shares were
held by Braulio  Gutierrez  who, until March 2002, was a director of the Company
as well as a director  and officer of Vacation  Ownership  (now known as Capital
Solutions I, Inc.), which may be deemed an affiliate of the Company.

         Encore  Builders,  a  subsidiary  of Vacation  Ownership  (now known as
Capital  Solutions I, Inc.) whose  president was a director of the Company,  was
the primary  construction  company responsible for construction  projects at the
Company's  properties.  However,  the first of these projects,  the Conquistador
Plaza project,  was subject to substantial delays due to the inability of Encore
Builders 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 Encore Builders as
the  project's  contractor.  In March 2002,  the Company  returned the shares of
Encore Services, the Company's wholly-owned inactive company.

                                       22
<PAGE>
         On April 18, 2002, the Company's  subsidiary,  Conquistador Plaza, Inc.
("CONQUISTADOR  PLAZA") received a notice of default from its lender. The notice
cited violations of loan covenants by Conquistador Plaza,  specifically relating
to  the  proceeds  of the  construction  loan  being  insufficient  to  complete
construction of the Conquistador Plaza  development.  The notice of default also
cited the  termination of work on the project for a period of more than 20 days.
As a consequence of the defaults,  the lender  accelerated  and declared due and
payable Conquistador  Plaza's entire indebtedness of $3,205,317.89,  and advised
Conquistador  Plaza that the lender would take action to protect its interest if
Conquistador  Plaza did not return the entire balance by May 19, 2002.  Although
the Company was not liable on the Conquistador  Plaza loan, the Company invested
substantial funds in the Conquistador  Plaza development and would have lost its
investment  were the lender to foreclose on the lender's  mortgage.  In order to
repay  the  lender,  Conquistador  Plaza  entered  into a  contract  to sell the
Conquistador  Plaza project.  The Company entered into a contract dated June 24,
2002, to sell this property to Shamrock at the Gables LLC for $3.5 million. This
transaction was completed on October 8, 2002.

         On August 2, 2002,  Encore  Builders  filed suit  against  Conquistador
Plaza in the  Circuit  Court of the  Eleventh  Judicial  Circuit  in  Miami-Dade
County,  Florida  seeking  foreclosure of a mechanic's  lien with respect to the
Conquistador Plaza  development.  Conquistador Plaza retained Encore Builders to
construct  the  Conquistador   Plaza   development.   Encore  Builders  asserted
Conquistador  Plaza breached the January 30, 2001 construction  contract between
Encore  Builders  and  Conquistador   Plaza.   Encore  Builders   asserted  that
$504,076.03 is due from  Conquistador  Plaza,  Inc. and is seeking  damages with
interest,  costs and attorneys  fees.  Encore Builders was bonded by Mountbatten
Surety  Company,  Inc. On August 26,  2003,  the parties  stipulated  for a full
settlement of all claims that existed  amongst them. As part of the  settlement,
$55,000 was to be paid for the benefit of Encore  Builders and $50,000 was to be
paid to Mountbatten Surety Company, Inc.

BARCELONA APARTMENTS

         On this property,  located in Miami, Florida and purchased in 2000, the
Company  intended to construct  70 rental  apartments.  On March 12,  2004,  the
Company completed the sale of the Barcelona  Apartments and transferred title to
the Barcelona  Apartments to Salomon Yuken for $1,550,000 in cash. Mortgages and
closing expenses totaled  $1,166,796.79.  A $100,000 deposit was previously paid
to the Company by Salomon Yuken. Net proceeds totaled $285,849.57.  The purchase
price  for  the  Barcelona   Apartments  was  determined   through   arms-length
negotiations.  The transfer was made pursuant to the terms of a Special Warranty
Deed dated March 12, 2004, by and between the Registrant and Salomon Yuken.  The
Barcelona  property  had a  carrying  value  of  $1,290,194  and  $1,221,467  at
September 30, 2003 and 2002, respectively.

                               CURRENT OPERATIONS

OVERVIEW

         From 1999 until 2002,  the Company's  business  focused on  residential
real estate development and building construction services, and in particular on
acquiring properties suitable for development as multifamily housing or multiple
unit single family development tracts. The property still held by the Company is
described  below in detail along with the status of each project.  In 2004,  the
Company  commenced  operations  as a mortgage  lender.  Although the Company has
determined to develop its mortgage lending business, it has not discontinued its
real estate development business.  The Company plans to continue its real estate
development  business in tandem with its mortgage lending business to the extent
appropriate development opportunities present themselves and become available to
the  Company.  The Company has not hired  additional  personnel to engage in its
mortgage lending  business.  As of March 31, 2005, the Company has approximately
$71,000 outstanding in credit extended to borrowers.

                                       23
<PAGE>
RESIDENCES AT BAY HARBOR

         The Bay Harbor  property,  located on Bay Harbor Island,  Florida,  was
purchased  by the  Company  in 2000,  for  $850,000.  The  Company  intended  to
construct a 15-story,  60 unit apartment building on the Bay Harbor property and
intended  for Encore  Builders  to handle the  construction.  Immediately  after
closing the acquisition of the land, the Company applied for a building  permit,
but the  permit  was not  obtained  due to various  neighborhood  objections  to
construction.  The initial business plan called for the building to be sold as a
condominium  project for $18 million,  with construction  costs at approximately
$12  million.  Due to the  Company's  relations  with  Encore  Builders  and the
difficulties  with the building  permit,  the Company chose not to construct the
building  and instead,  on December 17, 2001,  chose to resell the land for $2.2
million to Dennis  Almandares,  an  independent  third  party.  The  transaction
contemplated  by this  agreement  did not close,  and the  Company  subsequently
entered into a purchase and sale agreement dated as of May 20, 2002 to sell this
property  to Gateway  Mortgage  Bankers,  Inc.  for $2.3  million.  The  Company
expected to close this  transaction  in September 2002 or upon the issuance of a
building permit by the city building  department for a 15-story building but was
unable to obtain the required building permit. Subsequently, the Company filed a
complaint  against the Town of Bay Harbor.  At a hearing on June 30,  2004,  the
Circuit Court granted the Town of Bay Harbor's motion for summary judgment.  The
Company has no plans to appeal the ruling.  The carrying value of the Bay Harbor
property  was $1.3  million at  September  30,  2004.  As of March 31, 2005 this
property was subject to an outstanding  mortgage in the amount of  approximately
$721,000.  The Company also has an  outstanding  line of credit in the amount of
approximately $23,000.

         On April 7, 2005,  the Company  entered into an Agreement  for Purchase
and Sale (the "BAY HARBOR AGREEMENT") with Bay Harbor Island Associates, L.P. to
sell the Bay Harbor property. The Bay Harbor Agreement provides that the Company
will  transfer  fee simple  title and all related  interests  in the property in
exchange  for $1.4  million.  Upon  execution of the Bay Harbor  Agreement,  Bay
Harbor Island  Associates,  L.P.  delivered a deposit of $10,000 into escrow for
the Company.  The  transaction is subject to a 30 day  inspection  period and is
scheduled to close on August 5, 2005  (subject to the right of Bay Harbor Island
Associates,  L.P. to advance the closing date upon notice to the  Company).  The
Bay  Harbor  Agreement  contains  customary   representations,   warranties  and
conditions for a transaction of this type.

         The Company  believes the property is adequately  covered by insurance.
The  Company's  tax basis in the property as of September 30, 2004 is $1,300,000
and realty  taxes are $16,000  per year.  The Company  does not  depreciate  the
property because no construction on the land has taken place.
















                                       24
<PAGE>
RESULTS OF OPERATIONS

         THE FOLLOWING IS A DISCUSSION OF THE CONSOLIDATED FINANCIAL CONDITION
AND RESULTS OF OPERATIONS OF THE COMPANY FOR THE PERIOD ENDED MARCH 31, 2005 AND
2004, 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.

         For the six months ending March 31, 2004, the Company incurred a net
loss of $469,441, compared to a net loss of $174,188 for the comparable 2005
period. This approximate 63% decrease is largely due to the fact that
professional fees and compensation expense was reduced by more than $364,000.

RESULTS OF OPERATIONS FOR THE SIX MONTHS ENDING MARCH 31, 2005 AND MARCH 31,
2004

REVENUES

         Total revenues were $1,596,534 for the six months ending March 31,
2004, as compared to $2,800 for the six months ending March 31, 2005. This
almost 100% decrease is due to the fact that the Company no longer receives
rental income from a property the Company has since disposed of and the fact
that the Company did not dispose of any of its properties in the period ending
March 31, 2005.

OPERATING EXPENSES

         PROFESSIONAL FEES AND COMPENSATION EXPENSES

         Professional fees and compensation expenses totaled $471,608 and
$107,157 for the six months ended March 31, 2004 and 2005, respectively. This
77% decrease was mainly due to decreased activity in the Company's real estate
business and the resolution of litigation matters.

         TRAVEL AND AUTOMOBILE EXPENSES

         Travel and automobile expenses totaled $43,413 and $15,368 for the six
months ended March 31, 2004 and 2005, respectively. This 65% decrease was due to
the disposition of a major capital asset of the Company, a rental property,
during 2004 and the resulting decreasing travel burden on the Company's
management team.

         REAL ESTATE TAXES AND PROPERTY INSURANCE

         Real estate taxes and property insurance totaled $15,574 and $2,198 for
the six months ended March 31, 2004 and 2005, respectively. This 86% decrease
was due to the fact that the Company's only holds one property.

LIQUIDITY AND CAPITAL RESOURCES

         To date,  the Company has financed  its  operations  primarily  through
mortgage  debt and the  issuance  of NRES  Debentures.  At March 31,  2005,  the
Company had $3,087 in cash and cash  equivalents,  a decrease  of $113,279  from
March 31, 2004.  The Company made no  acquisitions  of real estate either in the
period  ending March 31, 2004,  or 2005.  The Company  plans to seek  additional
means of funding  after the  Company  is  satisfied  that it has  satisfactorily
satisfied its outstanding legal concerns. See "Risk Factors." The Company has no
plans to issue  additional  NRES Debentures for any amounts not yet received and
has no plans to permit outstanding NRES Debentures to be converted.

                                       25
<PAGE>
         The Company  used  $146,425 in investing  activities  during the period
ending March 31, 2004, as compared to $108,340 provided by investing  activities
during the period  ending  March 31,  2005.  This  increase in cash  provided is
primarily due to a colection of loan receivables.

         The  Company had  negative  net cash flow of  $729,982  from  operating
activities  for the three  months  ending March 31, 2004 as compared to net cash
flow of $1,324 from  operating  activities  for the six months  ending March 31,
2005.  The  increase in net cash flow from  operating  activities  is  primarily
attributable to the Company's dramatically scaled down operations.

         The Company had  stockholders'  deficit of $4,026,311 at March 31, 2005
as compared to $3,194,843 at March 31, 2004. The Company's determination that it
has issued shares in excess of its authorized  amount  resulted in the Company's
determination  to continue to classify all shares  issued in excess of 1 million
as temporary equity.

         The Company  believes that through its operations as a mortgage  lender
and the sale of its remaining  property,  it has  sufficient  cash  resources to
maintain  operations for a period of at least 12 months.  However,  although the
Company believes it has sufficient cash resources to maintain  operations for at
least 12 months,  because the Company recently began its lending  operations and
only holds  only one  property  (which it has  agreed to sell),  there can be no
assurance that such funds will actually be liquid and available.  See "Outlook",
below for a  discussion  on possible  limits on the  Company's  ability to raise
capital.  Cash  requirements  will largely depend upon the  availability of real
estate acquisition opportunities,  the costs to continue funding its real estate
development projects, and costs related to its lending operations.

         The  Company's  ability  to rely on  exemptions  from the  registration
requirements  of  Section 5 of the  Securities  Act  relating  to the  issuance,
exchange and  conversion of the  debentures  has been called into  question.  It
appears the Company may have violated  Section 5. The  ramifications of this may
entail a possible rescission offer to the stockholders  affected within the past
year.  Section  13 of the  Securities  Act  provides  that no  action  shall  be
maintained  for offering or selling  securities in violation of Section 5 unless
that action is brought within one year of the date of the violation. Over a year
has  passed  from the  initial  placement  of the NRES  Debentures  and from the
conversion of the NRES Debentures  issued. As of the date of this report,  there
have been no actions filed against the Company based upon a violation of Section
5. Because the statute of limitations has run, it is unlikely that these holders
of NRES Common Stock will file an action against the Company.  However, any such
action  maintained  against the Company could have a  substantial  impact on the
Company's liquidity.  As such, the Company could not afford to offer rescission.
If a court were to determine that rescission  rights existed,  the Company might
be compelled to seek bankruptcy protection.

OUTLOOK

         The Company invested  substantial funds in its previous  projects,  but
only  realized  material  profits from these  projects upon the sale of the real
estate.  While the  Company  entered  into an  agreement  to sell its  remaining
property,  it cannot guarantee this transaction will close or that the sale will
occur in a timely  fashion.  If the  Company is unable to close its  disposition
transaction on this property,  the Company may not be able to realize additional
revenues.  The Company estimates the general overhead costs necessary to sustain
its existence  (excluding expenses related to its remaining real estate property
and newly commenced mortgage business) to be $65,000 per month.

                                       26
<PAGE>
         Currently, the Company is using its available cash on hand as resources
to begin its  mortgage  business.  Much of these  funds  were  derived  from the
Company's recent sales of its real property holdings.  Shortly after the Company
files a definitive  information statement on Schedule 14C with the SEC to effect
and ratify certain changes to its capital structure,  and effects these changes,
the  Company  intends  to enter  into a  financing  agreement  with an as of yet
unidentified  third  party to  generate  cash to broaden  its  mortgage  lending
business.  The Company  currently has no third party funding source for loans it
originates. The Company intends both to originate and service loans.

         At the time of its  incorporation,  the Company had 1 million shares of
its common  stock  authorized.  Since that time,  the  Company  believed  it had
effected the 1994 Stock  Split,  the 1999  Reverse  Stock Split,  the 40 Million
Share Increase,  the 250 Million Share Increase,  the 750 Million Share Increase
and the 1.5 Billion Share Increase. These changes in capital structure appear to
have not been validly adopted by the Company's  board of directors,  approved by
the Company's  shareholders or filed with the Secretary of State of the State of
Nevada,  as required by the laws of the State of Nevada. As such, it appears the
Company currently has only 1 million shares of NRES Common Stock authorized, and
the majority of the validly  issued shares are held by Richard and Pamela Astrom
as tenants by the entireties.  The Company  believes a majority of the Company's
validly  issued and  outstanding  shares and the board of directors can cure and
ratify  the  overissuances  of stock and the  aforementioned  changes in capital
structure. Until that time, the Company may be liable to the holders of the NRES
Common  Stock  issued in excess  of the  authorized  amount.  The  Company  also
believes  the  issuance of Class A common  stock to  Christopher  Astrom was not
authorized as an amendment to the Company's  Articles of Incorporation was never
filed with the Secretary of State of the State of Nevada.  The Company  believes
the recipient of the unauthorized  shares,  Christopher Astrom, may have a claim
against the Company for damages, but it is unlikely that Christopher Astrom will
file a claim  against the Company as he is an officer,  director  and  principal
shareholder of the Company.  Also, as discussed  below,  the Company's  board of
directors  and the holders of a majority of its validly  issued shares intend to
authorize  the creation of Class A common stock and issue shares to  Christopher
Astrom.

         It has  come  to the  Company's  attention  that,  as a  result  of the
conversion  of the  debentures  issued by the Company  into NRES  Common  Stock,
coupled with the decrease in the trading price of NRES Common  Stock,  investors
were entitled to more shares of NRES Common Stock than is  authorized  under the
Company's  Articles of  Incorporation.  As a result,  as of June 23,  2005,  the
Company has 1,938,566,046  shares of NRES Common Stock issued, which exceeds the
number of shares  authorized.  As stated above, the Company believes the holders
of a majority of the Company's  validly  issued and  outstanding  shares and the
board of  directors  can cure and ratify  the  overissuances  of stock.  If this
cannot be  accomplished,  the  Company  may be liable to the holders of the NRES
Common  Stock  issued in excess of the  authorized  amount in an amount equal to
1,937,566,046  shares  (the  number  of shares  issued  in excess of the  amount
authorized) multiplied by the price each such share was issued for (which ranged
from approximately  $.0001 to $5.4 per share).  The overissuance,  together with
the  Company's  inability  to  increase  its  authorized  number of shares,  has
eliminated the Company's  ability to raise capital through issuances of publicly
registered  securities.  The  Company  believes  it will not be able to continue
trading  NRES Common  Stock or increase its capital  resources  through  selling
publicly  registered  securities until the overissuance is cured and the Company
increases the  authorized  number of shares of NRES Common Stock.  The Company's
officers and  directors may also have  violated  other  provisions of Nevada law
with respect to the duties of officers  and  directors to the Company and by not
having  sufficient  shares available upon the conversion of debentures issued by
the Company.

                                       27
<PAGE>
         Section 5 of the Securities Act prohibits the public sale of securities
absent an effective  registration  statement being filed with the SEC, unless an
exemption from registration applies. All shares of NRES Common Stock issued upon
conversion of the NRES  Debentures  were sold by holders of the NRES  Debentures
following conversion.  This occurred during the period beginning on May 16, 2001
and ending on July 13, 2001 for the NRES Connecticut Debentures and beginning on
November 5, 2001 and ending on August 2, 2002 for the NRES DC Power  Debentures.
In October 2000,  the Company issued  debentures  pursuant to a merger with 2217
Acquisition  Inc., a Nevada  corporation.  These  debentures were also converted
into NRES Common Stock. These transactions were performed in a manner thought to
be exempt from the registration requirements of Section 5 of the Securities Act.
However, the requirements of the exemptions relied on do not appear to have been
satisfied.  As of the date of this report, the Company has not received $540,000
in  additional  proceeds from the sale of the NRES DC Power  Debentures  and has
$199,202 in NRES DC Power  Debentures  outstanding.  The Company has no plans to
issue  additional  NRES  Debentures  for any amounts not yet received and has no
plans to permit outstanding NRES Debentures to be converted.

         The Company may also have  violated  the federal  proxy rules by either
(i) not obtaining the  requisite  shareholder  approval to effect the changes in
capital  structure  described above or (ii) not providing  shareholders  with an
Information  Statement on Schedule 14C. As such, it appears the Company has only
1 million shares of NRES Common Stock  authorized.  Until the Company's board of
directors and  shareholders  cure and ratify the  overissuances of stock, the 40
Million Share Increase,  the 250 Million Share  Increase,  the 750 Million Share
Increase and the 1.5 Billion  Share  Increase and comply with the federal  proxy
rules in doing so by properly obtaining shareholder approval, the Company may be
liable  to the  holders  of the  NRES  Common  Stock  issued  in  excess  of the
authorized amount. These holders can demand the issuance of the shares in excess
of the Company's authorized amount be rescinded, causing the Company to purchase
the  shares  at the price at which  they were  sold.  The  Company  still may be
subject to an  enforcement  action  for  possible  violations  of this and other
provisions of the federal securities laws.

         The Company's ability to meet its continuing operating expenses largely
depends on its ability to continue to raise capital (i) through the sale of debt
or equity,  (ii) through  construction and permanent mortgage  financing,  (iii)
through the completion  and sale, or sale prior to completion,  of the Company's
real  estate  projects,  (iv)  through  the  sale  of  land  purchased,  but not
developed,  by the Company and (v) through  operations as a mortgage lender.  In
the likely event the Company is forced to sell its remaining  property  prior to
completion  or the time such  property  appreciates  substantially,  should such
increase occur, the Company's  profit,  if any, from its real estate  activities
would be materially  adversely  affected.  There can be no assurance the Company
will be able to raise  additional  capital on a debt or equity basis,  or obtain
mortgage financing,  complete any of its projects under development, or sell any
completed  development projects (should they be completed) or land purchased for
resale or development at a profit.

RISK FACTORS

         IN ADDITION TO OTHER  INFORMATION IN THIS REPORT,  YOU SHOULD  CONSIDER
THE  FOLLOWING  RISK  FACTORS  CAREFULLY.  THESE RISKS MAY IMPAIR THE  COMPANY'S
OPERATING  RESULTS AND  BUSINESS  PROSPECTS  AS WELL AS THE MARKET  PRICE OF THE
COMPANY'S COMMON STOCK.

RISKS RELATED TO LEGAL UNCERTAINTIES

         THE COMPANY BELIEVES IT HAS VIOLATED NEVADA CORPORATE LAW

                                       28
<PAGE>
         At the time of its  incorporation,  the Company had 1 million shares of
its common  stock  authorized.  Since that time,  the  Company  believed  it had
effected the 1994 Stock  Split,  the 1999  Reverse  Stock Split,  the 40 Million
Share Increase,  the 250 Million Share Increase,  the 750 Million Share Increase
and the 1.5 Billion Share Increase. These changes in capital structure appear to
have not been validly adopted by the Company's  board of directors,  approved by
the Company's  shareholders or filed with the Secretary of State of the State of
Nevada,  as required by the laws of the State of Nevada. As such, it appears the
Company currently has only 1 million shares of NRES Common Stock authorized, and
the majority of the validly  issued shares are held by Richard and Pamela Astrom
as tenants by the entireties.  The Company  believes a majority of the Company's
validly  issued and  outstanding  shares and the board of directors can cure and
ratify  the  overissuances  of stock and the  aforementioned  changes in capital
structure. Until that time, the Company may be liable to the holders of the NRES
Common  Stock  issued in excess  of the  authorized  amount.  The  Company  also
believes  the  issuance of Class A common  stock to  Christopher  Astrom was not
authorized as an amendment to the Company's  Articles of Incorporation was never
filed with the Secretary of State of the State of Nevada.  The Company  believes
the recipient of the unauthorized  shares,  Christopher Astrom, may have a claim
against the Company for damages, but it is unlikely that Christopher Astrom will
file a claim  against the Company as he is an officer,  director  and  principal
shareholder of the Company.  Also, as discussed  below,  the Company's  board of
directors  and the holders of a majority of its validly  issued shares intend to
authorize  the creation of Class A common stock and issue shares to  Christopher
Astrom.

         It has  come  to the  Company's  attention  that,  as a  result  of the
conversion  of the  debentures  issued by the Company  into NRES  Common  Stock,
coupled with the decrease in the trading price of NRES Common  Stock,  investors
were entitled to more shares of NRES Common Stock than is  authorized  under the
Company's  Articles of  Incorporation.  As a result,  as of June 23,  2005,  the
Company has 1,938,566,046  shares of NRES Common Stock issued, which exceeds the
number of shares  authorized.  As stated above, the Company believes the holders
of a majority of the Company's  validly  issued and  outstanding  shares and the
board of  directors  can cure and ratify  the  overissuances  of stock.  If this
cannot be  accomplished,  the  Company  may be liable to the holders of the NRES
Common  Stock  issued in excess of the  authorized  amount in an amount equal to
1,937,566,046  shares  (the  number  of shares  issued  in excess of the  amount
authorized) multiplied by the price each such share was issued for (which ranged
from  approximately  $.0001 to $5.4 per  share).  These  holders  can demand the
issuance  of  the  shares  in  excess  of the  Company's  authorized  amount  be
rescinded, causing the Company to purchase the shares at the price at which they
were sold. The overissuance,  together with the Company's  inability to increase
its authorized  number of shares,  has eliminated the Company's ability to raise
capital  through  issuances  of  publicly  registered  securities.  The  Company
believes it will not be able to continue  trading  NRES Common Stock or increase
its capital resources through selling publicly  registered  securities until the
overissuance is cured and the Company  increases the authorized number of shares
of NRES  Common  Stock.  The  Company's  officers  and  directors  may have also
violated  their  fiduciary  duties to the Company by  permitting  the Company to
issue  shares in excess of its  authorized  amount and by not having  sufficient
shares available upon the conversion of the debentures issued by the Company.

         THE COMPANY HAS VIOLATED SECTION 5 OF THE SECURITIES ACT





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<PAGE>
         Section 5 of the Securities Act prohibits the public sale of securities
absent an effective  registration  statement being filed with the SEC, unless an
exemption from registration applies. All shares of NRES Common Stock issued upon
conversion of the NRES  Debentures  were sold by holders of the NRES  Debentures
following conversion.  This occurred during the period beginning on May 16, 2001
and ending on July 13, 2001 for the NRES Connecticut Debentures and beginning on
November 5, 2001 and ending on August 2, 2002 for the NRES DC Power  Debentures.
In October of 2000, the Company issued debentures pursuant to a merger with 2217
Acquisition  Inc., a Nevada  corporation.  These  debentures were also converted
into NRES Common Stock. These transactions were performed in a manner thought to
be exempt from the registration requirements of Section 5 of the Securities Act.
However, the requirements of the exemptions relied on do not appear to have been
satisfied.

         As of the date of this report, the Company has not received $540,000 in
additional  proceeds  from  the sale of the  NRES DC  Power  Debentures  and has
$199,202 in NRES DC Power  Debentures  outstanding.  The Company has no plans to
issue  additional  NRES  Debentures  for any amounts not yet received and has no
plans to permit outstanding NRES Debentures to be converted.

         THE COMPANY MAY HAVE VIOLATED THE FEDERAL PROXY RULES

         At the time of its  incorporation,  the Company had 1 million shares of
its common  stock  authorized.  Since that time,  the  Company  believed  it had
effected the 1994 Stock  Split,  the 1999  Reverse  Stock Split,  the 40 Million
Share Increase,  the 250 Million Share Increase,  the 750 Million Share Increase
and the 1.5 Billion Share Increase. These changes in capital structure appear to
have not been validly adopted by the Company's  board of directors,  approved by
the Company's  shareholders or filed with the Secretary of State of the State of
Nevada,  as  required  by the laws of the State of Nevada.  The Company may have
violated  the federal  proxy  rules by either (i) not  obtaining  the  requisite
shareholder approval to effect these changes or (ii) not providing  shareholders
with an  Information  Statement on Schedule 14C. As such, it appears the Company
has only 1 million shares of NRES Common Stock  authorized.  Until the Company's
board of directors and shareholders  cure and ratify the overissuances of stock,
the 40 Million Share Increase,  the 250 Million Share Increase,  the 750 Million
Share  Increase and the 1.5 Billion  Share  Increase and comply with the federal
proxy rules in doing so by properly obtaining shareholder approval,  the Company
may be liable to the  holders of the NRES Common  Stock  issued in excess of the
authorized amount. The Company still may be subject to an enforcement action for
possible violations of this and other provisions of the federal securities laws.

         THE COMPANY MAY NOT BE ABLE TO RAISE ADDITIONAL CAPITAL

         The Company plans to seek  stockholder  approval to cure and ratify the
Capital Changes and provide a related  information  statement on Schedule 14C to
its  stockholders.  Pending  resolution of this matter,  the Company will not be
able to realize any proceeds from the sale of the NRES  Debentures,  other debt,
or equity (other than from the purchase and sale of properties and proceeds from
mortgages  on  properties).  Even  if the  Company  were  able to  increase  its
authorized  capital,  there can be no assurance that the Company will 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.

         THE COMPANY IS IN DEFAULT OF THE NRES DEBENTURES



                                       30
<PAGE>
         Company is in default under the terms of the NRES  Debentures  because,
among other things, the Company has no plans to register  additional NRES Common
Stock to be issued upon  conversion  of the NRES  Debentures  that are currently
outstanding  and has no plans to complete the  issuance of the NRES  Debentures.
Given the  foregoing,  the Company  could face  litigation by the holders of the
NRES Debentures seeking to enforce the Company's  obligations  thereunder.  This
would  likely  have a  substantial  negative  effect  on the  Company's  capital
resources and would also negatively affect the Company's liquidity.  The Company
is  currently  working  with  the  holders  to  reach  a  mutually  satisfactory
resolution.

OTHER RISKS

         THE COMPANY'S STOCK PRICE HAS DECLINED SIGNIFICANTLY AND MAY NOT
         RECOVER

         The trading price of NRES Common Stock has declined significantly since
approximately  October  2001.  The market for NRES Common  Stock is  essentially
non-existent and there can be no assurance of a change in the immediate future.

         RISKS RELATED TO REAL ESTATE AND RELATED INVESTMENTS

         The  Company  is  subject  to  the  risks  associated  with  ownership,
operation and financing of real estate. These risks include, but are not limited
to, liability for  environmental  hazards,  changes in general or local economic
conditions,  changes in interest rates and the  availability of construction and
permanent  mortgage  financing  which  may  render  the  acquisition,   sale  or
refinancing  of a property  difficult  or  unattractive  and which may make debt
service   burdensome,   changes  in  real  estate  and  zoning   laws,   bonding
requirements,  permitting  requirements,  changes in income  taxes,  real estate
taxes or federal or local economic or rent  controls,  floods,  earthquakes  and
other  acts of nature  and other  factors  beyond  the  Company's  control.  The
illiquidity  of real  estate  investments  generally  may impair  the  Company's
ability to respond promptly to changing circumstances.

         Under  federal,  state and local  environmental  laws,  ordinances  and
regulations, the Company may be liable for removal or remediation costs, as well
as other costs (such as fines or  injuries  to persons and  property)  where its
employees may have  arranged for removal,  disposal or treatment of hazardous or
toxic substances.  In addition,  environmental laws impose liability for release
of  asbestos-containing  materials  into the air,  and  third  parties  can seek
recovery from the Company for personal injury associated with those materials.

ITEM 3.  CONTROLS AND PROCEDURES

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

         Based on their  evaluation  of the  Company's  disclosure  controls and
procedures  conducted as of the end of the period covered by this report on Form
10-QSB/A, Richard Astrom, the Company's Chief Executive Officer, and Christopher
Astrom, the Company's Chief Financial Officer,  have concluded that they are the
only individuals  involved in the Company's  disclosure process. The Company has
no formal  procedures in place for processing  and assembling  information to be
disclosed in the Company's periodic reports. The Company's system is designed so
that  information  is  retained  by the  Company  and relayed to counsel and the
Company's  accountants  as it  becomes  available.  Though the  Company  has had
difficulty implementing its disclosure controls and procedures in the past, the


                                       31
<PAGE>
Company's  principal  executive officer and principal  financial officer believe
that  as of the end of the  period  being  reported,  the  Company's  disclosure
controls and procedures  (as defined in Rule  13a-15(e)  under the Exchange Act)
are effective in ensuring that (i)  information  required to be disclosed by the
Company  in the  reports  that it files or  submits  under the  Exchange  Act is
recorded,  processed,  summarized and reported within the time periods specified
in the SEC's rules and forms and (ii)  information  required to be  disclosed by
the Company in the reports  that it files or submits  under the  Exchange Act is
accumulated  and  communicated  to  the  Company's  management,   including  its
principal  executive and principal  financial  officers,  or persons  performing
similar functions,  as appropriate to allow timely decisions  regarding required
disclosure.  The  Company  also  notes that while its  disclosure  controls  and
procedures  might not have been  effective  for a larger  entity,  the Company's
principal  executive  officer  and  principal  financial  officer  came  to  the
aforementioned determination in part based on the fact that the Company only has
one asset.  Further,  the Company  believes  that,  given its size, an extensive
disclosure controls and procedures system is not necessary.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

         No changes in the Company's  internal control over financial  reporting
have come to  management's  attention  during the Company's  last fiscal quarter
that have materially affected, or are likely to materially affect, the Company's
internal control over financial reporting.




































                                       32
<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 their  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 Part I, Item 2,  "Management's  Discussion  and
Analysis or Plan of Operation," under the subheading,  "Operating History", with
respect to the  foreclosure  proceedings  on the  Company's  Conquistador  Plaza
project.

ITEM 2.           CHANGES IN SECURITIES AND SMALL BUSINESS ISSUER PURCHASES OF
                  EQUITY SECURITIES

         At the time of its  incorporation,  the Company had 1 million shares of
its common stock authorized.

         Since that time,  the Company  believed it had  effected the 1994 Stock
Split,  the 1999 Reverse  Stock Split,  the 40 Million Share  Increase,  the 250
Million Share Increase, the 750 Million Share Increase and the 1.5 Billion Share
Increase.  These changes in capital structure do not appear to have been validly
adopted  by  the  Company's  board  of  directors,  approved  by  the  Company's
shareholders  or filed with the  Secretary  of State of the State of Nevada,  as
required by the laws of the State of Nevada. As such, it appears the Company has
only 1 million shares of NRES Common Stock authorized. Until the Company's board
of directors and shareholders cure and ratify the overissuances of stock, the 40
Million Share Increase,  the 250 Million Share  Increase,  the 750 Million Share
Increase and the 1.5 Billion  Share  Increase and comply with the federal  proxy
rules in doing so by properly obtaining shareholder approval, the Company may be
liable  to the  holders  of the  NRES  Common  Stock  issued  in  excess  of the
authorized  amount. All references to shares of Common Stock in this report that
do not reflect the Capital Changes are noted as such.

ITEM 3.           DEFAULTS UPON SENIOR SECURITIES

         See the  discussion in Part I, Item 2 and "RISK FACTORS - Risks Related
to Legal Uncertainties" regarding the Company's inability to provide NRES Common
Stock to the NRES  Debenture  holders upon  conversion  of the NRES  Debentures,
which items are incorporated into this Item 3 by this reference.

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

         None.

ITEM 5.           OTHER INFORMATION

         On April 7, 2005,  the Company  entered into an Agreement  for Purchase
and Sale (the "Bay Harbor Agreement") with Bay Harbor Island Associates, L.P. to
sell the Bay Harbor property. The Bay Harbor Agreement provides that the Company
will  transfer  fee simple  title and all related  interests  in the property in
exchange  for $1.4  million.  Upon  execution of the Bay Harbor  Agreement,  Bay
Harbor Island  Associates,  L.P.  delivered a deposit of $10,000 into escrow for
the Company.  The  transaction is subject to a 30 day  inspection  period and is
scheduled to close on August 5, 2005  (subject to the right of Bay Harbor Island
Associates, L.P.  to advance the closing date upon notice to the  Company).  The
Bay  Harbor  Agreement  contains  customary   representations,   warranties  and
conditions for a transaction of this type.

                                       33
<PAGE>
ITEM 6.           EXHIBITS


EXHIBIT NUMBER           DESCRIPTION

3.1(1)            Articles of Incorporation of the Company.

3.2(3)            Certificate of Amendment to Articles of  Incorporation  of the
                  Company.

3.4(1)            Bylaws of the Company.

4.1(2)            8%  Series  SPB  Senior  Subordinated  Convertible  Redeemable
                  Debentures due November 3, 2002

4.2(2)            8%  Series  SPC  Senior  Subordinated  Convertible  Redeemable
                  Debentures due April 12, 2003

4.3(2)            8%  Series  SPD  Senior  Subordinated  Convertible  Redeemable
                  Debentures due October 17, 2003

10.1(2)           Securities Subscription Agreement dated as of October 10, 2000
                  by and between 2217 Acquisition Inc. and Louvre Investors LLC,
                  Yellow Stream Company LLC and Carlsbad LLC.

10.2(2)           Assignment  and Assumption  Agreement  dated as of November 3,
                  2000  by  and  between  2217  Acquisition  Inc.  and  National
                  Residential Properties, Inc.

10.3(2)           Securities  Subscription  Agreement dated as of April 12, 2001
                  by and between Connecticut  Acquisition Corp. No. 1 and Louvre
                  Investors LLC, Yellow Stream Company LLC and Carlsbad  Capital
                  LLC.

10.4(2)           Assignment and Assumption Agreement dated as of April 19, 2001
                  by and between  Connecticut  Acquisition  Corp. 1 and National
                  Residential Properties, Inc.

10.5(2)           Securities Subscription Agreement dated as of October 17, 2001
                  by and between DC Power Products  Acquisition Corp. and Equity
                  Planners LLC, Sea Lion Investors LLC and Myrtle Holdings LLC.

10.6(2)           Assignment  and Assumption  Agreement  dated as of November 5,
                  2001 by and between DC Power  Acquisition  Corp.  and National
                  Residential Properties, Inc.

10.7(4)           Agreement  for  Purchase  and Sale dated  April 7, 2005 by and
                  between the Company and Bay Harbor Island Associates, L.P.

31.1              Certification of the Principal  Executive  Officer pursuant to
                  Rule 13a-14(a)

31.2              Certification of the Principal  Financial  Officer pursuant to
                  Rule 13a-14(a)

32.1              Certifications   of  the  Principal   Executive   Officer  and
                  Principal Financial Officer pursuant to 18 U.S.C. Section 1350

(1) Previously filed.

(2) Filed as an exhibit to the Company's quarterly report on Form 10-QSB for the
period ended June 30, 2002, filed with the Securities and Exchange Commission on
January 8, 2004.

(3) Filed as an exhibit to the  Company's  annual  report on Form 10-KSB for the
period  ended  September  30,  2000,  filed  with the  Securities  and  Exchange
Commission on January 16, 2001.

(4) Filed as an exhibit to the Company's quarterly report on Form 10-QSB for the
period ended March 31, 2005,  filed with the Securities and Exchange  Commission
on May 16, 2005.


                                       34
<PAGE>
                                   SIGNATURES

         In  accordance  with  Section  13 or 15(d)  of the  Exchange  Act,  the
registrant  caused  this  report to be signed on its behalf by the  undersigned,
thereunto duly authorized.

Date:  June 27, 2005                    NATIONAL RESIDENTIAL PROPERTIES, INC.



                                        By: /s/ RICHARD ASTROM
                                        -------------------------
                                        Richard Astrom
                                        President, Chief Executive Officer
                                        and Director



Date:  June 27, 2005                    By: /s/ CHRISTOPHER ASTROM
                                        -----------------------------
                                        Christopher Astrom
                                        Vice President, Chief Financial Officer,
                                        Secretary and Director




































                                       35