UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION
 Washington,
D.C. 20549
 
 Form 10-K
 
 x
              ANNUAL
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
      OF 1934For
      the fiscal year ended December 31, 2008o
              TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
      OF 1934For
      the transition period from __________ to
  __________
 
 Commission
File Number: 333-141653
 
 NEW
YORK RESIDENTIAL, INC.
 (Exact
name of registrant as specified in its charter)
 
 Delaware
              20-4267378(State
      or other jurisdiction of
              (I.R.S.
      Employerincorporation
      or organization)
              Identification
      No.)
 
 15
West 72nd Street, Suite 15K, New York, NY 10023
 (Address
of principal executive offices, including zip code)
 
 Registrant’s
telephone number, including area code:
 (917)
439-3838
 
 Securities
registered pursuant to Section 12(b) of the Act:
 None.
 
 Securities
registered pursuant to Section 12(g) of the Act:
 None.
 ________________
  Indicate by check mark if the
registrant is a well-known seasoned issuer, as defined in Rule 405 of the
Securities Act.   ̈
 
 Indicate by check mark if the
registrant is not required to file reports pursuant to Section 13 or 15(d) of
the Exchange Act.   ̈
 
 Indicate by check mark whether the
registrant (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.  Yes x    No  ̈
 
 Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K (§229.405 of this chapter) is not contained herein, and will
not be contained, to the best of registrant’s knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K.   ̈
 
 Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting company. See
the definitions of “large accelerated filer,” “accelerated filer”
and  “smaller reporting company” in Rule 12b-2 of the Exchange
Act.
  Large
      accelerated filer   ̈
                Accelerated
      filer   ̈Non-accelerated
      filer (Do not check if a smaller reporting company)   ̈
                Smaller
      reporting company  x
  Indicate
by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act).  Yes  x
    No   ̈
 
 The
aggregate market value of the voting and non-voting common equity held by
non-affiliates of the registrant was $0 as of June 30, 2008.
 
 As of
April 9, 2009, 3,060,000 shares of the registrant’s common stock, par value
$.001 per share, were issued and outstanding.
 
 Documents
Incorporated by Reference: None.
      
 
 NEW YORK RESIDENTIAL,
INC.
 
 2008
FORM 10-K ANNUAL REPORT
 
 TABLE
OF CONTENTS
 
 PagePART
      IItem 1.
                    Business.
                    1Item 1A.
                    Risk Factors.
                    3Item 1B.
                    Unresolved Staff Comments.
                    3Item 2.
                    Properties.
                    3Item 3.
                    Legal Proceedings.
                    3Item 4.
                    Submission of Matters to a Vote of Security
      Holders.
                    3PART
      IIItem 5.
                    Market for Registrant’s Common Equity, Related Stockholder
      Matters and Issuer Purchases of Equity
      Securities.
                    3Item 6.
                    Selected Financial Data.
                    6Item 7.
                    Management’s Discussion and Analysis of Financial Condition and
      Results of Operations.
                    6Item 7A.
                    Quantitative and Qualitative Disclosures About Market
      Risk.
                    10Item 8.
                    Financial Statements and Supplementary
Data.
                    F-1Item 9.
                    Changes and Disagreements With Accountants on Accounting and
      Financial Disclosure.
                    11Item 9A.
                    Controls and Procedures.
                    11Item 9B.
                    Other Information.
                    11PART
      IIIItem 10.
                    Directors, Executive Officers and Corporate
      Governance.
                    12Item 11.
                    Executive Compensation.
                    13Item 12.
                    Security Ownership of Certain Beneficial Owners and Management
      and Related Stockholder Matters.
                    15Item 13.
                    Certain Relationships and Related Transactions, and Director
      Independence.
                    16Item 14.
                    Principal Accounting Fees and Services.
                    16Item 15.
                    Exhibits, Financial Statement Schedules.
                    17Signatures
                    19
   Table of Contents
  PART I
 
 Cautionary
Statement Concerning Forward-Looking Statements
 
 Our
representatives and we may from time to time make written or oral statements
that are "forward-looking," including statements contained in this Annual Report
on Form 10-K and other filings with the Securities and Exchange Commission,
reports to our stockholders and news releases. All statements that express
expectations, estimates, forecasts or projections are forward-looking statements
within the meaning of the Act. In addition, other written or oral statements
which constitute forward-looking statements may be made by us or on our behalf.
Words such as "expects," "anticipates," "intends," "plans," "believes," "seeks,"
"estimates," "projects," "forecasts," "may," "should," variations of such words
and similar expressions are intended to identify such forward-looking
statements. These statements are not guarantees of future performance and
involve risks, uncertainties and assumptions which are difficult to
predict.
 
 Therefore,
actual outcomes and results may differ materially from what is expressed or
forecasted in or suggested by such forward-looking statements. We undertake no
obligation to publicly revise these forward-looking statements to reflect events
or circumstances that arise after the date hereof. Readers should carefully
review the factors described herein and in other documents we file from time to
time with the Securities and Exchange Commission, including our Quarterly
Reports on Form 10-Q, Annual Reports on Form 10-K, and any Current Reports on
Form 8-K filed by us.
 
 Item 1.Business.
 
 Introduction
 
 We are a
Delaware company incorporated on December 5, 2005 in order to serve as a vehicle
to invest in, renovate and, in some cases, manage and operate residential real
estate in the New York metropolitan area.
 
 Description
of Our Proposed Business
 
 Property
Investment
  General
  During
2006, we completed the renovation of one apartment in New York City.
 During 2007 and 2008, we entered into agreements to engage in the design
and renovation of two additional residential apartments in New York City, as
well as the design and construction of a residential home in Kent, Connecticut.
We expect to generate revenue from these agreements.  We have
completed the design and have commenced construction on both residential
apartments in New York City.  The residential home in Kent,
Connecticut is currently in the design phase and no construction on this
property has commenced. We intend to utilize cash derived from the proceeds of
our initial public offering, together with mortgage financing, in order to
effect our initial property acquisition. Although we intend to apply
substantially all of the net proceeds of our offering applied toward effecting
our initial property acquisition and renovation of such property as described in
our prospectus, the proceeds are not otherwise being designated for any more
specific purposes. Accordingly, our investors will invest in us without an
opportunity to evaluate the specific merits or risks of any one or more property
acquisitions.
 
 Our
property acquisitions may be delayed due to any number of factors, including
those relating to due diligence, mortgage financing and a seller’s preparation
for the closing.  Due to the current credit environment and lack of
available credit to finance one or more property acquisitions, although we are
currently researching potential acquisition(s), we believe now is not the
appropriate time to consummate one or more property acquisitions.  In the
alternative, we may acquire a building whose rental income is subject to
delinquencies or which requires substantial funding to maintain or renovate any
of which could render such a building financially unstable. While we ultimately
plan to purchase additional residential properties, we will probably have the
ability, as a result of our limited resources, to effect only a single property
acquisition.
 
 We
have not Identified a Target Property
  To date,
we have not identified or selected any target property for acquisition. We will
have virtually unrestricted flexibility in identifying and selecting a
prospective acquisition candidate. Accordingly, there is no basis for our
investors to evaluate the possible merits or risks of the specific property
which we may ultimately acquire. To the extent we acquire a financially unstable
building or one that is in a state of disrepair or a low occupancy rate, we may
be affected by numerous risks inherent in the business and operations of such a
building. Although our management will endeavor to evaluate the risks inherent
in a particular target property, we cannot assure you that we will properly
ascertain or assess all significant risk factors.
  1
 Table of Contents
  Sources
and Selection of Target Properties
  Any
evaluation relating to the merits of a particular property acquisition will be
based on several factors as well as other considerations deemed relevant by our
management consistent with our business objective. In evaluating prospective
target properties, we will conduct an extensive due diligence review which will
encompass, among other things, meetings with building management and inspection
of facilities, as well as review of financial and other information which will
be made available to us.
  The time
and costs required to select and evaluate a target property and to complete the
acquisition cannot presently be ascertained with any degree of certainty. Any
costs incurred with respect to the identification and evaluation of a
prospective target property which we do not ultimately acquire will result in a
loss to us and reduce the amount of capital available to otherwise complete an
acquisition. However, we will not pay any finders or consulting fees to our
existing stockholder, or any of his affiliates, for services rendered to or in
connection with a property acquisition.
  Probable
Lack of Business Diversification
  It is
probable that we will have the ability to effect only a single property
acquisition at the outset. Accordingly, the prospects for our success may be
entirely dependent upon the future appreciation or performance of a single
property. Moreover, since substantially all of our tangible assets are expected
to consist of residential real estate in the New York metropolitan area, a
significant downturn in the New York residential real estate market (either for
rentals or purchases) could severely damage our business or cause a total loss
of value of our tangible assets. Unlike other real estate acquisition entities
which may have the resources to purchase a variety of properties in more than
one market or area, it is probable that we will not have the resources to
diversify our operations or benefit from the possible spreading of risks or
offsetting of losses. Our lack of diversification subjects us to fluctuations in
the New York residential real estate market and, initially, to the appreciation
or successful operation of a single property.
  Renovation
  In
addition to renovating the properties in which we invest, we intend to generate
revenues by taking on renovation projects for other residential properties. To
date, we have engaged in a renovation of two apartments in New York City. The
projects involve a complete renovation of the apartments. We received payment
for the complete projects in the amount of $229,771 and paid $104,116 in costs
associated therewith. These costs included payment of independent
sub-contractors and tradespersons to complete work on the projects. Our
President and CEO directly coordinates such renovations, retaining contractors
and tradesmen to perform the work.  We are not certain at this point
whether or not we will continue to pursue renovation projects pending our
initial property acquisition.
 
 Seasonality
 
 We do not
anticipate that our business will be substantially affected by
seasonality.
 
 Employees
  Robert
Kornstein is currently our sole officer and director and as such is our only
employee at this time. Mr. Kornstein has experience in construction management
and in buying and renovating smaller residential buildings.  From 2003
to the present, he purchased five residential apartments in New York City
ranging in size from approximately 500 to 1,500 square feet in which he
renovated and combined a number of such apartments to over 3,000 square
feet.  During such time, Mr. Kornstein has completed designs and
drawings for a 14,000 square foot lakefront home in Kent, Connecticut and will
be the project manager for this home which is scheduled for construction in
Spring 2009.  In addition, he currently serves as a construction
management consultant to the board of the Arcadia Building and to Sherwood
Residential for the Cornado Building and Square Condominium, all of which are
located in New York City.  Moreover, Mr. Kornstein currently serves as
a designer and project manager for 1,000 and 3,000 square foot residential
apartments in New York City.  From 2000 to 2003, he was a project
manager for Fountain Head Construction, where his work included commercial
projects in New York City such as retail stores and photography
studios.  In addition, during such time, Mr. Kornstein completed
residential projects in New York City such as townhouse renovations, and
renovations of apartments up to a size of approximately 7,000 square
feet.  From 1985 to 2003, Mr. Kornstein performed renovations and
additions for residential homes in New Jersey and New York, including, but not
limited to, the design, construction and sale of two approximately 10,000 square
foot residential homes in Tenafly, New Jersey.  Although his
experience does not include day-to-day operation of properties, he has served as
an ongoing consultant for buildings which he renovated after completion of such
renovation and is called in to manage issues which arise from time to time at
the properties.  Mr. Kornstein has no experience conducting a public
offering or running a public company.
  2
 Table of Contents
 
 We rely
on licensed contractors for work done on our renovation projects.
 
 Item 1A.Risk
Factors.
  Not
applicable.
  Item 1B. Unresolved Staff
Comments.
  Not
applicable.
  Item 2.
Properties.
  Our
principal executive offices are located at 15 West 72nd Street, Suite 15K, New
York, NY 10023. Our President and CEO has permitted us to use this space at no
charge to date. We may enter into an agreement with him to compensate him for
our use of the space at a future date.
  We believe that our
principal executive offices are adequate to meet our current needs. Our offices
are in good condition and are sufficient to conduct our operations. We do not
intend to renovate, improve, or develop properties. We are not subject to
competitive conditions for property and currently have no property to insure. We
have no policy with respect to investments in real estate or interests in real
estate and no policy with respect to investments in real estate mortgages.
Further, we have no policy with respect to investments in securities of or
interests in persons primarily engaged in real estate
activities.
  Item 3.Legal
Proceedings.
  We are
currently not a party to any material pending legal proceedings and no such
action by, or to the best of our knowledge, against our company has been
threatened.
  From time to time, we are
a party to litigation or other legal proceedings that we consider to be a part
of the ordinary course of our business. We are not involved currently in legal
proceedings that could reasonably be expected to have a material adverse effect
on our business, prospects, financial condition or results of operations. We may
become involved in material legal proceedings in the future.
  Item 4.Submission
of Matters to a Vote of Security Holders.
 
 We have
not submitted any matters to a vote of security holders in the fourth quarter of
2008 or thereafter.
 
 PART II
 
 Item 5.Market
for Registrant’s Common Equity, Related Stockholder Matters and Issuer
Purchases of Equity Securities.
 
 We have not sold, or received any
commitments from public investors to purchase, the units being offered pursuant
to our registration statement which was declared effective by the SEC on
November 10, 2008.  There is presently no public market for our units,
common stock or warrants. We have applied for quotation of the units and common
stock on the OTC Bulletin Board. Assuming we sell units in our public offering
and the units are accepted for quotation, we anticipate that our common stock
and the warrants will be quoted on the OTC Bulletin Board as soon as
practicable after they are able to be traded separately.  We plan for the
common stock and warrants to be separately tradable.  However, we cannot be
certain that they will be accepted for quotation.  We expect that
these securities will be separately tradable commencing the 90th day
following the date of our Prospectus Supplement (February 5, 2009) or on such
date thereafter as they are approved for quotation, unless the board of
directors approves an earlier date.
 
 Number
of Shareholders
 
 As of December 31, 2008, there were
3,060,000 shares of our common stock issued and outstanding and 4 holders of
record of our common stock.We are authorized to issue 20,000,000 shares of
common stock, par value $.001, and 1,000,000 shares of preferred stock, par
value $.001. The transfer agent of our common stock is Island Stock Transfer,
100 Second Avenue South, Suite 705S, St. Petersburg, FL 33701.
  3
 Table of Contents
 
 Units
  We have not sold, or received any
commitments from public investors to purchase, the units being offered pursuant
to our registration statement which was declared effective by the SEC on
November 10, 2008.  Accordingly, no units are currently
outstanding.  Each unit to be issued in our offering consists of one
share of common stock and one warrant. Each warrant entitles the holder to
purchase one share of common stock.
  Common
Stock
  Our
stockholders of record are entitled to one vote for each share held on all
matters to be voted on by stockholders.
  There is
no cumulative voting with respect to the election of directors, with the result
that holders of more than 50% of the shares voted for the election of directors
can elect all of the directors.
  Our
stockholders have no conversion, preemptive or other subscription rights and
there are no sinking fund or redemption provisions applicable to the common
stock.
 
 Preferred
Stock
  Our
certificate of incorporation authorizes the issuance of 1,000,000 shares of
blank check preferred stock with such designation, rights and preferences as may
be determined from time to time by our board of directors. No shares of
preferred stock are being issued or were registered in our offering, and no
shares of preferred stock are currently outstanding. Our board of directors is
empowered, without stockholder approval, to issue preferred stock with dividend,
liquidation, conversion, voting or other rights which could adversely affect the
voting power or other rights of the holders of common stock. The preferred stock
could be utilized as a method of discouraging, delaying or preventing a change
in control of our company. Although we do not currently intend to issue any
shares of preferred stock, we cannot assure you that we will not do so in the
future.
  Warrants
  We have not sold, or received any
commitments from public investors to purchase, the units being offered pursuant
to our registration statement which was declared effective by the SEC on
November 10, 2008.  Accordingly, no warrants are currently
outstanding. Each warrant to be issued in our offering entitles the registered
holder to purchase one share of our common stock at a price of $.75 per share,
subject to adjustment as discussed below, at any time commencing one year from
the date of our prospectus.
  The warrants will expire four years
from the date of our prospectus at 5:00 p.m., New York City time. We may call
the warrants for redemption:
 
 ·
              in
      whole and not in part,
 ·
              at
      a price of $.01 per warrant at any time after the warrants become
      exercisable,
 ·
              upon
      not less than 30 days’ prior written notice of redemption to each warrant
      holder, and
 ·
              if,
      and only if, the reported last sale price of the common stock equals or
      exceeds $1.50 per share, for any 20 trading days within a 30 trading day
      period ending on the third business day prior to the notice of redemption
      to warrant holders.
  In the
event we call the warrants for redemption, we have agreed that any warrants
purchased by our directors during the six-month period following separate
trading of the warrants will be exercisable by them on a cashless
basis.
  The
warrants will be issued in registered form under a warrant agreement between
Island Stock Transfer, as warrant agent, and us.
  The
exercise price and number of shares of common stock issuable on exercise of the
warrants may be adjusted in certain circumstances including in the event of a
stock dividend, or our recapitalization, reorganization, merger or
consolidation. However, the warrants will not be adjusted for issuances of
common stock at a price below their respective exercise prices.
  The
warrants may be exercised upon surrender of the warrant certificate on or prior
to the expiration date at the offices of the warrant agent, with the exercise
form on the reverse side of the warrant certificate completed and executed as
indicated, accompanied by full payment of the exercise price, by certified or
official bank check payable to us, for the number of warrants being exercised.
The warrant holders do not have the rights or privileges of holders of common
stock and any voting rights until they exercise their warrants and receive
shares of common stock. After the issuance of shares of common stock upon
exercise of the warrants, each holder will be entitled to one vote for each
share held of record on all matters to be voted on by stockholders.
  4
 Table of Contents
  No
warrants will be exercisable unless at the time of exercise a prospectus
relating to common stock issuable upon exercise of the warrants is current and
the common stock has been registered or qualified or deemed to be exempt under
the securities laws of the state of residence of the holder of the warrants.
Under the terms of the warrant agreement, we have agreed to meet these
conditions and use our best efforts to maintain a current prospectus relating to
common stock issuable upon exercise of the warrants until the expiration of the
warrants. However, we cannot assure you that we will be able to do so. The
warrants may be deprived of any value and the market for the warrants may be
limited if the prospectus relating to the common stock issuable upon the
exercise of the warrants is not current or if the common stock is not qualified
or exempt from qualification in the jurisdictions in which the holders of the
warrants reside.  Under no circumstances will we be obligated to net
cash settle any of the warrants.
  No
fractional shares will be issued upon exercise of the warrants. If, upon
exercise of the warrants, a holder would be entitled to receive a fractional
interest in a share, we will, upon exercise, round up to the nearest whole
number the number of shares of common stock to be issued to the warrant
holder.
  Dividends
  We have not paid any dividends on our
common stock to date and do not intend to pay dividends in the near future. The
payment of dividends in the future will be contingent upon our revenues and
earnings, if any, capital requirements and general financial condition
subsequent to completion of our initial property acquisition. The payment of any
dividends will be within the discretion of our then board of directors. It is
the present intention of our board of directors to retain all earnings, if any,
for use in our business operations and, accordingly, our board does not
anticipate declaring any dividends in the foreseeable future.
 
 Shares
Eligible for Future Sale
  We have
not sold, or received any commitments from public investors to purchase, the
units being offered pursuant to our registration statement which was declared
effective by the SEC on November 10, 2008.  However, immediately after
our offering, assuming the sale of all units offered, we will have 6,000,000
shares of common stock outstanding. Of these shares, the 2,940,000 shares sold
as part of the units in our offering will be freely tradable without restriction
or further registration under the Securities Act, except for any shares
purchased by one of our affiliates within the meaning of Rule 144 under the
Securities Act. All of the remaining 3,060,000 shares which are currently
outstanding are restricted securities under Rule 144, in that they were issued
in private transactions not involving a public offering. These shares will be
eligible for sale under Rule 144 when they have been outstanding for at least
six months and meet the other requirements for eligibility under Rule
144.
  Rule
144
 
 The SEC has recently adopted amendments
to Rule 144 which became effective on February 15, 2008 and applies to
securities acquired both before and after that date. Under these amendments, a
person who has beneficially owned restricted shares of our shares for at least
six months would be entitled to sell their securities provided that (i) such
person is not deemed to have been one of our affiliates at the time of, or at
any time during the three months preceding, a sale and (ii) we are subject to
the Securities Exchange Act of 1934, as amended, periodic reporting requirements
for at least three months preceding the sale. Persons who have beneficially
owned restricted shares of our common stock for at least six months but who are
our affiliates at the time of, or any time during the three months preceding, a
sale, would be subject to additional restrictions, by which such person would be
entitled to sell within any three-month period only a number of securities that
does not exceed the greater of either of the following:
 
 ·
              1%
      of the number of ordinary shares then outstanding, which will equal 60,000
      shares immediately after our offering;
and
 ·
              the
      average weekly trading volume of our ordinary shares during the four
      calendar weeks preceding the filing of a notice on Form 144 with respect
      to the sale;
 
 provided,
in each case, that we are subject to the Exchange Act periodic reporting
requirements for at least three months preceding the sale. Such sales, both by
affiliates and by non-affiliates, must also comply with the manner of sale,
current public information and notice provisions of Rule 144.
  5
 Table of Contents
 
 Restrictions
on the Use of Rule 144 by Shell Companies or Former Shell Companies
 
 Historically, the SEC has taken the
position that Rule 144 is not available for the resale of securities initially
issued by companies that are, or previously were, blank check companies. The SEC
has codified and expanded this position in the amendments discussed above by
prohibiting the use of Rule 144 for resale of securities issued by any shell
company (other than a business combination related shell company) or any issuer
that has been at any time previously a shell company. The SEC has provided an
important exception to this prohibition, however, if the following conditions
are met:
 
 ·
              the
      issuer of the securities that was formerly a shell company has ceased to
      be a shell company;
 ·
              the
      issuer of the securities is subject to the reporting requirements of
      Section 13 or 15(d) of the Exchange
Act;
 ·
              the
      issuer of the securities has filed all Exchange Act reports and materials
      required to be filed, as applicable, during the preceding 12 months (or
      such shorter period that the issuer was required to file such reports and
      materials), other than Form 8-K reports;
and
 ·
              at
      least one year has elapsed from the time that the issuer filed current
      Form 10 type information with the SEC reflecting its status as an entity
      that is not a shell company
 
 As a result, it is likely that pursuant
to Rule 144 our existing shareholders will be able to freely sell, without
registration, their shares.
 
 Equity Compensation Plan Information
 
 As of
December 31, 2008, we do not have any stock option, bonus, profit sharing,
pension or similar plan.
 
 Purchases
of Equity Securities by the Issuer and Affiliated Purchasers
 
 There were no purchases or repurchases
of our equity securities by the Company or any affiliated
purchasers.
 
 Unregistered
Sales of Equity Securities and Use of Proceeds
 
 During the fourth quarter of 2008, we
did not issue any equity securities without registration under the Securities
Act of 1933, as amended.
 
 Item 6.Selected
Financial Data.
  Not
applicable.
  Item 7.Management’s
Discussion and Analysis of Financial Condition or Results of
Operations.
 
 WE URGE YOU TO READ THE FOLLOWING
DISCUSSION IN CONJUNCTION WITH OUR FINANCIAL STATEMENTS AND THE
NOTES THERETO BEGINNING ON PAGE F-1. THIS DISCUSSION MAY CONTAIN
FORWARD-LOOKING STATEMENTS THAT INVOLVE SUBSTANTIAL RISKS AND UNCERTAINTIES. OUR ACTUAL RESULTS,
PERFORMANCE OR ACHIEVEMENTS COULD DIFFER MATERIALLY FROM THOSE EXPRESSED OR
IMPLIED BY THE FORWARD-LOOKING STATEMENTS AS A   RESULT OF A NUMBER OF FACTORS,
INCLUDING BUT NOT LIMITED TO THE RISKS AND UNCERTAINTIES DISCUSSED UNDER THE
HEADING “RISK FACTORS” IN OUR FILINGS WITH THE SEC. IN ADDITION,  SEE
“CAUTIONARY   STATEMENT REGARDING FORWARD-LOOKING
STATEMENTS ” SET FORTH
IN THIS REPORT.
 
 Overview
 
 We are a
Delaware company incorporated on December 5, 2005 in order to serve as a vehicle
to invest in, renovate and, in some cases, manage and operate residential real
estate in the New York metropolitan area.
  During
2006, we completed the renovation of one apartment in New York City.
 During 2007 and 2008, we entered into agreements to engage in the design
and renovation of two additional residential apartments in New York City, as
well as the design and construction of a residential home in Kent, Connecticut.
We expect to generate revenue from these agreements.  We have
completed the design and have commenced construction on both residential
apartments in New York City.  The residential home in Kent,
Connecticut is currently in the design phase and no construction on this
property has commenced. We intend to utilize cash derived from the proceeds of
our initial public offering, together with mortgage financing, in order to
effect our initial property acquisition. Although we intend to apply
substantially all of the net proceeds of our offering applied toward effecting
our initial property acquisition and renovation of such property as described in
our prospectus, the proceeds are not otherwise being designated for any more
specific purposes. Accordingly, our investors will invest in us without an
opportunity to evaluate the specific merits or risks of any one or more property
acquisitions.
  6
 Table of Contents
 
 Our
property acquisitions may be delayed due to any number of factors, including
those relating to due diligence, mortgage financing and a seller’s preparation
for the closing.  Due to the current credit environment and lack of
available credit to finance one or more property acquisitions, although we are
currently researching potential acquisition(s), we believe now is not the
appropriate time to consummate one or more property acquisitions.  In the
alternative, we may acquire a building whose rental income is subject to
delinquencies or which requires substantial funding to maintain or renovate any
of which could render such a building financially unstable. While we ultimately
plan to purchase additional residential properties, we will probably have the
ability, as a result of our limited resources, to effect only a single property
acquisition.
 
 Critical
Accounting Policies and Estimates
  Cash
and Cash Equivalents
 
 Cash and cash equivalents represent
cash on hand, demand deposits and all highly liquid investments placed with
banks or other financial institutions with original maturities of three months
or less.
 
 Revenue
and Cost Recognition
  Revenues
from fixed-price construction contracts are recognized on the completed contract
method. This method is used because the typical contract is completed in two
months or less and financial position and results of operations do not vary
significantly from those that would result from use of the
percentage-of-completion method. A contract is considered complete when all
costs except insignificant items have been incurred and the construction meets
specifications or has been accepted by the customer.
  Revenues
from time and material contracts are recognized currently as the work is
performed. Contract costs include all direct material and labor costs and those
indirect costs related to contract performance, such as indirect labor,
supplies, tools, repairs, and depreciation costs. General and administrative
costs are charged to expense as incurred.  Provisions for estimated
losses on uncompleted contracts are made in the period in which such losses are
determined.  Costs in excess of amounts billed are classified as
current assets, and billings in excess of costs are classified as current
liabilities.
 
 Income
Taxes
 
 In July
2006, the Financial Accounting Standards Board issued Interpretation No. 48,
"Accounting for Uncertainty in Income Taxes - an Interpretation of FASB
Statement No. 109" (the "Interpretation"). The Interpretation establishes for
all entities a minimum threshold for financial statement recognition of the
benefit of tax positions, and requires certain expanded disclosures. The
Interpretation is effective for fiscal years beginning after December 31, 2006,
and is to be applied to all open tax years as of the date of effectiveness. The
adoption of the Interpretation did not have a material impact on our financial
statements.
 
 Deferred
income taxes are provided for the differences between the bases of assets and
liabilities for financial reporting and income tax purposes.  A
valuation allowance is established when necessary to reduce deferred tax assets
to the amount expected to be realized.
 
 Results
of Operations
 
 To date,
our operating activities have consisted of renovation of a residential property
owned by others. We have generated approximately $125,000 from such activities
(almost all of which were from the renovation of a single apartment in New York
City in the year ended December 31, 2006). After deducting costs of $351,049, we
had net loss of $(348,076)for the year ended
December 31, 2008.  In addition, after deducting net costs of $13,070, we
had net loss of $(10,945) for the year ended December 31, 2007. The project
was billed on a fixed-price basis. Our President and CEO directly coordinated
the project, and independent contractors were hired as needed.  The
costs included direct material and labor costs and those indirect costs related
to performance of the contract, such as indirect labor, supplies, tools,
repairs, and depreciation costs.  We are not certain at this point
whether or not we will continue to pursue renovation projects pending our
initial property acquisition.
 
 For the
year ended December 31, 2008 and 2007, we had a net loss of $(348,076)and $(10,945),
respectively.
  7
 Table of Contents
  Liquidity
and Capital Resources
  As of
December 31, 2008, we have been financed by our President.  We
intend to utilize cash derived from the proceeds of our offering (as described
below) pursuant to our registration statement which was declared effective by
the SEC on November 10, 2008, together with mortgage financing, if necessary and
available, to effect our initial property investment.  Due to the current
credit environment and lack of available credit to finance one or more property
acquisitions, although we are currently researching potential acquisition(s), we
believe now is not the appropriate time to consummate one or more property
acquisitions.  We have not yet entered into any arrangements with a lender
to provide such mortgage financing nor have we determined what amount, if any,
we will require, which determination will depend in part on the amount of
proceeds we received from our offering.  We may be unable to obtain
mortgage financing on terms which we find economically feasible or
acceptable.
  Following
our initial investment, we will likely require additional funding in order to
continue purchasing properties, which will likely include the issuance of
additional equity or debt securities.  The issuance of additional
shares of our common stock will result in dilution to our existing shareholders,
which could be substantial. Such issuance could even cause a change in control
of the company and also could create an overhang in the market for our common
stock causing the price to decline.  Similarly, if we issue debt
securities, it could result in default and foreclosure on our properties if our
operating revenues are insufficient to pay our debt obligations or could
restrict our ability to obtain additional financing, if necessary, if the debt
securities contain covenants restricting our ability to obtain additional
financing.
  Pursuant
to our registration statement which was declared effective by the SEC on
November 10, 2008, we are offering for sale through May 11, 2009, on a
best-efforts basis, units of securities of
our company at an offering price of $1.00 per unit. Each unit consists of: (i)
one share of our common stock; and (ii) one warrant to purchase one share of
common stock.
 
 We have
not sold, or received any commitments from public investors to purchase, the
units being offered pursuant to our registration statement which was declared
effective by the SEC on November 10, 2008.  Assuming sale of all units
in our offering, of which we can offer no assurances, we estimate that the net
proceeds from the sale of the units, after deducting offering expenses of
approximately $262,000, will be approximately $2,678,000.
  The
warrants will become exercisable on November 10, 2009 at a price of
$.75.
  The
warrants will expire at 5:00 p.m., New York City time, onNovember 10,
2012 or earlier upon redemption.  We may redeem the outstanding
warrants:
 
 ·
              in
      whole and not in part;
 ·
              at
      a price of $.01 per warrant at any time after the warrants become
      exercisable;
 ·
              upon
      a minimum of 30 days’ prior written notice of redemption;
    and
 ·
              if,
      and only if, the last sales price of our common stock equals or exceeds
      $1.50 per share for any 20 trading days within a 30 trading day period
      ending three business days before we send the notice of
      redemption.
 
 In the
event we call the warrants for redemption, we have agreed that any warrants
purchased by our directors during the six month period following separate
trading of the warrants will be exercisable by them on a cashless
basis.
 
 No
warrants will be exercisable unless at the time of exercise a prospectus
relating to common stock issuable upon exercise of the warrants is current and
the common stock has been registered or qualified or deemed to be exempt under
the securities laws of the state of residence of the holder of the
warrants.  Under the terms of the warrant agreement, we have agreed to
meet these conditions and use our best efforts to maintain a current prospectus
relating to common stock issuable upon exercise of the warrants until the
expiration of the warrants.  However, we cannot assure you that we
will be able to do so.  The warrants may be deprived of any value and
the market for the warrants may be limited if the prospectus relating to the
common stock issuable upon the exercise of the warrants is not current or if the
common stock is not qualified or exempt from qualification in the jurisdictions
in which the holders of the warrants reside.  Under no circumstances will
we be obligated to net cash settle any of the warrants. In the event that
these warrants are not exercisable, we will not be able to realize any of the
proceeds from the exercise of such warrants.
 
 We intend
to use substantially all of the net proceeds of our offering to effect our
initial property acquisition, including identifying and evaluating prospective
properties for acquisition, selecting properties and negotiating and
consummating their acquisition.  We believe that, upon consummation of
our offering (assuming the sale of all units offered hereby), the funds
available to us will be sufficient to allow us to operate for at least the next
10-12 months, assuming that we make only our initial property acquisition during
that time.  However, if we are able to sell only a portion of the
units offered hereby, we may require more additional funding than
anticipated.  We plan to scale the size of our initial property
acquisition and operations to the amount of proceeds received in our offering,
but we may require additional funding if we are unable to do so.  If
we do sell all of the units offered hereby, we do not believe we will need to
raise additional funds following our offering in order to meet the expenditures
required for operating our business.  However, we still may need to
raise additional funds through a private offering of debt or equity securities
if such funds are required to consummate additional property acquisitions that
are presented to us.  Also, we intend to use mortgage financing to
acquire real estate going forward.
  8
 Table of Contents
 
 Our
financial statements have been prepared assuming we will continue as a going
concern, which contemplates the realization of assets and satisfaction of
liabilities in the normal course of business. We have an accumulated deficit of
approximately $293,048 since inception. Additionally, we had a net working
capital deficiency of approximately $293,048 at December 31, 2008.  In
addition, we are not generating any revenues. These factors raise substantial
doubt about our ability to continue operating as a going
concern.   Our financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
 
 Our
financial statements are prepared in accordance with United States generally
accepted accounting principles. Preparation of the statements in accordance with
theses principles requires that we make estimates, using available data and our
judgment, for such things as valuing assets, accruing liabilities and estimating
expenses.  The following is a list of what we feel are the most
critical estimates that we make when preparing our financial
statements.
 
 Recently
Issued Accounting Standards
 
 In
February 2008, FASB Staff Position FAS 157-2 (“FSP FAS 157-2”)
was issued. FSP FAS 157-2 delays the effective date of SFAS 157 to
fiscal years beginning after November 15, 2008, and interim periods within those
fiscal years, for nonfinancial assets and liabilities, except for items that are
recognized or disclosed at fair value in the financial statements on a recurring
basis. The delay was intended to allow additional time to consider the
effect of various implementation issues that have arisen from the
application of SFAS 157. The Company believes that FSP FAS 157-2 will
not have a material impact on the Company’s financial statements.
 
 In September 2006, the Financial
Accounting Standards Board (“FASB”) issued SFAS No. 157, "Fair Value
Measurements" ("SFAS 157").  SFAS 157 requires the use of a fair value
hierarchy that prioritizes the inputs to valuation techniques used to measure
fair value into three levels: quoted market prices in active markets for
identical assets and liabilities (Level 1), inputs other than quoted market
prices that are observable for the asset or liability, either directly or
indirectly (Level 2), and unobservable inputs for the asset or liability (Level
3).  The Company adopted SFAS 157 on January 1,
2008.  Adoption of SFAS 157 did not have a material impact on the
Company's financial statements.
 
 In October 2008, the FASB issued
Staff Position No. FAS 157-3, “Determining the Fair Value of a Financial
Asset When the Market for That Asset Is Not Active” (FSP FAS 157-3). FSP
FAS 157-3 applies to financial assets within the scope of accounting
pronouncements that require or permit fair value measurements in accordance with
Statement No. 157. FSP FAS 157-3 clarifies the application of
Statement No. 157 in a market that is not active and provides an example to
illustrate key considerations in determining the fair value of a financial asset
when the market for that financial asset is not active. FSP FAS 157-3 is
effective upon issuance and is to be applied to prior periods for which
financial statements have not been issued. The Company has adopted FSP
FAS 157-3 effective October 10, 2008. The adoption of FSP
FAS 157-3 has not materially affected the Company’s financial position,
results of operations or cash flows.
 
 In December 2007, the FASB issued SFAS
No. 141R, "Business Combinations" ("SFAS 141R"), which replaces SFAS No. 141,
"Business Combinations."  SFAS 141R establishes principles and
requirements for determining how an enterprise recognizes and measures the fair
value of certain assets and liabilities acquired in a business combination,
including noncontrolling interests, contingent consideration, and certain
acquired contingencies.  SFAS 141R also requires acquisition-related
transaction expenses and restructuring costs be expensed as incurred rather than
capitalized as a component of the business combination.  SFAS 141R
will be applicable prospectively to business combinations for which the
acquisition date is on or after the beginning of the first annual reporting
period beginning on or after December 15, 2008. SFAS 141R would only have an
impact on accounting for any businesses acquired after the effective date of
this pronouncement.
 In March
2008, the FASB issued Statement of Financial Accounting Standards No. 161
“Disclosure about Derivative Instruments and Hedging Activities - an amendment
of FASB Statement No. 133” (“SFAS 161”).  SFAS 161 changes the
disclosure requirements for derivative instruments and hedging
activities.  Entities are required to provide enhanced disclosures
about (a) how and why an entity uses derivative instruments, (b) how derivative
instruments and related hedged items are accounted for under SFAS No. 133 and
its related interpretations, and (c) how derivative instruments and related
hedged items affect an entity’s financial position, financial performance and
cash flows.  The guidance in SFAS 161 is effective for financial
statements issued for fiscal years and interim periods beginning after November
15, 2008, with early application encouraged.  This Statement
encourages, but does not require, comparative disclosures for earlier periods at
initial adoption.  The Company is evaluating the impact of this
pronouncement on the Company’s financial position, results of operations and
cash flows.
  9
 Table of Contents
 
 In May 2008, the FASB issued
SFAS 162, “The Hierarchy of Generally Accepted Accounting Principles”
(“SFAS 162”). SFAS 162 identifies a consistent framework, or hierarchy, for
selecting accounting principles to be used in preparing financial statements
that are presented in conformity with Generally Accepted Accounting Principles
(“GAAP”) for nongovernmental entities. SFAS 162 is effective 60 days
following the SEC’s approval of the Public Company Accounting Oversight Board
amendments to AU Section 411, “The Meaning of Present Fairly in Conformity
with Generally Accepted Accounting Principles.” The Company adopted SFAS 162 on
November 15, 2008 and adoption had no effect on the Company’s financial
statements.
 Management
does not believe that any other recently issued, but not yet effective,
accounting standards if currently adopted would have a material effect on the
financial statements.
 
 Off-Balance
Sheet Arrangements
 
 We do not
have any off balance sheet arrangements that are reasonably likely to have a
current or future effect on our financial condition, revenues, results of
operations, liquidity or capital expenditures.
 
 Item 7A. Quantitative and
Qualitative Disclosures About Market Risk.
 
 Not applicable.
    10
 Table of Contents
 
 
  New
York Residential, Inc.
 (A
Development Stage Company)
  INDEX TO FINANCIAL
STATEMENTS
  PageReport of Independent Registered Public Accounting
      Firm
                      
                      F-1Balance Sheets as of December 31, 2008 and
    2007
                      
                      F-2Statements of Operations
                        For the Years Ended December 31, 2008 and 2007, and for the
      Period from
                        December 5, 2005 (inception) to December 31,
      2008
                      
                      F-3Statement of Changes in Stockholder’s Equity
      (deficiency)
                        For the Period from December 5, 2005 (Inception) to December
      31, 2008
                      
                      F-4Statements of Cash Flows
                        For the Years Ended December 31, 2008 and 2007, and for the
      Period from
                        December 5, 2005 (inception) to December 31,
      2008
                      
                      F-5Notes to the Financial Statements
                      
                      F-6
      to F-11
   Table of
Contents
  Item 8.Financial
Statements and Supplementary Data.
  REPORT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
  To the
Board of Directors and Stockholders
 New York
Residential, Inc.
  We have audited the accompanying
balance sheet of New York Residential, Inc. (A Development Stage Company)
(the “Company”) as of December 31, 2008 and 2007, and the related statements of
operations, changes in stockholders’ equity (deficiency), and cash flows for the
years ended December 31, 2008 and 2007, and for the period from December 5, 2005
(inception) to December 31, 2008. These financial statements are the
responsibility of the Company’s management. Our responsibility is to express an
opinion on these financial statements based on our audits.
  We conducted our audits in accordance
with the standards of the Public Company Accounting Oversight Board (United
States). Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. The Company is not required to have, nor were we engaged to
perform, an audit of its internal control over financial reporting. Our audit
included consideration of internal control over financial reporting as a basis
for designing audit procedures that are appropriate in the circumstances, but
not for the purpose of expressing an opinion on the effectiveness of the
Company’s internal control over financial reporting. Accordingly, we express no
such opinion. An audit also includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements, assessing
the accounting principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation. We believe that
our audits provide a reasonable basis for our opinion.
  In our opinion, the financial
statements referred to above present fairly, in all material respects, the
financial position of New York Residential, Inc. (A Development Stage
Company) as of December 31, 2008 and 2007, and the results of its operations and
its cash flows for the years ended December 31, 2008 and 2007, and for the
period from December 5, 2005 (inception) to December 31, 2008 in conformity with
United States generally accepted accounting principles.
  The accompanying financial statements
have been prepared assuming the Company will continue as a going concern. As
discussed in Note 1 to the financial statements, the Company has deficiencies in
working capital and tangible stockholders' equity and is not currently
generating revenues. These factors raise substantial doubt about its
ability to continue as a going concern. Management’s plans regarding this matter
are also described in Note 1. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
 
 /s/
Marcum & Kliegman LLP
  New York,
New York
 April 13,
2009
   F-1
 Table of Contents
  NEW YORK RESIDENTIAL,
INC.
 (A
Development Stage Company)
 BALANCE
SHEETS
   December
      31,2008
                                          
                                          
                                          2007ASSETSCurrent
      assets:Cash
      and cash equivalents
                                          
                                          
                                          $
                                          80,828
                                          
                                          
                                          $
                                          15,387Prepaid
      expenses
                                          
                                          
                                          
                                          2,072
                                          
                                          
                                          
                                          -Total
      current assets
                                          
                                          
                                          
                                          82,900
                                          
                                          
                                          
                                          15,387Deferred
      offering costs
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          197,811Total
      assets
                                          
                                          
                                          $
                                          82,900
                                          
                                          
                                          
                                          213,198LIABILITIES
      AND STOCKHOLDERS' EQUITYCurrent
      liabilities:Accrued
      income taxes
                                          
                                          
                                          $
                                          600
                                          
                                          
                                          $
                                          4,173Billings
      in excess of costs
                                          
                                          
                                          
                                          125,655
                                          
                                          
                                          
                                          -Accrued
      liabilities, including amount owed to related party of $9,953 and
                                            $4,820
                                          
                                          
                                          
                                          208,382
                                          
                                          
                                          
                                          122,304Shareholder promissory
      note
                                          
                                          
                                          
                                          41,311
                                          
                                          
                                          
                                          31,693Total
      current liabilities
                                          
                                          
                                          
                                          375,948
                                          
                                          
                                          
                                          158,170Stockholders'
      equity (deficiency):Preferred
      stock, $.001 par value; 1,000,000 shares
                                            authorized
      -0- shares issued and outstanding
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -Common
      stock, $.001 par value; 20,000,000 shares authorized –
                                            3,060,000
      shares issued and outstanding
                                          
                                          
                                          
                                          3,060
                                          
                                          
                                          
                                          3,060Additional
      paid-in capital
                                          
                                          
                                          
                                          50,267
                                          
                                          
                                          
                                          50,267(Deficit)
      earnings accumulated during development stage
                                          
                                          
                                          
                                          (346,375)
                                          
                                          
                                          
                                          1,701Total
      stockholders’ equity (deficiency)
                                          
                                          
                                          
                                          (293,048)
                                          
                                          
                                          
                                          55,028Total
      liabilities and stockholders’ equity (deficiency)
                                          
                                          
                                          $
                                          82,900
                                          
                                          
                                          $
                                          213,198
  The
accompanying notes are an integral part of these financial
statements.
 
 F-2
 Table of Contents
  NEW YORK RESIDENTIAL,
INC.
 (A
Development Stage Company)
 STATEMENTS
OF OPERATIONS
  For
      the Years Ended
                                        December
      31,
                                      
                                      
                                      For
      the Period
                                        December
      5, 2005
                                        (inception)
      to
                                        December
      31,2008
                                      
                                      
                                      2007
                                      
                                      
                                      2008Contract
      revenues
                                      
                                      $
                                      -
                                      
                                      
                                      $
                                      2,125
                                      
                                      
                                      $
                                      125,345-Costs
      and expenses:Costs
      of contracts completed
                                      
                                      
                                      -
                                      
                                      
                                      
                                      8,250
                                      
                                      
                                      
                                      110,124General
      and administrative costs
                                      
                                      
                                      21,644
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      21,644Interest
      expense
                                      
                                      
                                      5,133
                                      
                                      
                                      
                                      4,820
                                      
                                      
                                      
                                      9,953Write-off
      of deferred offering costs
                                      
                                      
                                      324,272
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      324,272Formation
      costs
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      3,500Total
      operating expenses
                                      
                                      
                                      351,049
                                      
                                      
                                      
                                      13,070
                                      
                                      
                                      
                                      469,493Loss
      from before income taxes
                                      
                                      
                                      (351,049
                                      )
                                      
                                      
                                      (10,945
                                      )
                                      
                                      
                                      (344,148
                                      )(Benefit
      from) provision for income taxes
                                      
                                      
                                      (2,973
                                      )
                                      
                                      
                                      -
                                      
                                      
                                      
                                      2,227Net
      loss
                                      
                                      $
                                      (348,076
                                      )
                                      
                                      $
                                      (10,945
                                      )
                                      
                                      $
                                      (346,375
                                      )Loss
      per common share-Basic and Diluted
                                      
                                      $
                                      (0.11
                                      )
                                      
                                      $
                                      (0.00
                                      )Weighted
      average number of shares outstanding-Basic and Diluted
                                      
                                      
                                      3,060,000
                                      
                                      
                                      
                                      3,060,000
  The
accompanying notes are an integral part of these financial
statements.
  F-3
 Table of Contents
 
 NEW YORK RESIDENTIAL,
INC.
 (A
Development Stage Company)
 STATEMENT
OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIENCY)
 For the
period from December 5, 2005 (Inception) to December 31, 2008
 
 
 Common
      StockShares
                            
                            Amount
                            
                            Additional
                              paid-in-
                              capital
                            
                            Accumulated
                              (deficit)/earnings
                              during
      the
                              development
      stage
                            
                            Total
                              Stockholders'
                              Equity
                              (Deficiency)Issuance
      of Founders Sharesat
      $0.0174 per share
                            
                            
                            3,060,000
                            
                            
                            $
                            3,060
                            
                            
                            $
                            50,267
                            
                            
                            $
                            -
                            
                            
                            $
                            53,327Net
      loss
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            (3,500
                            )
                            
                            
                            (3,500
                            )Balance
      at December 31, 2005
                            
                            
                            3,060,000
                            
                            
                            
                            3,060
                            
                            
                            
                            50,267
                            
                            
                            
                            (3,500
                            )
                            
                            
                            49,827Net
      income
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            16,146
                            
                            
                            
                            16,146Balance
      at December 31, 2006
                            
                            
                            3,060,000
                            
                            
                            $
                            3,060
                            
                            
                            $
                            50,267
                            
                            
                            $
                            12,646
                            
                            
                            $
                            65,973Net
      loss
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            (10,945
                            )
                            
                            
                            (10,945
                            )Balance
      at December 31, 2007
                            
                            
                            3,060,000
                            
                            
                            $
                            3,060
                            
                            
                            $
                            50,267
                            
                            
                            $
                            1,701
                            
                            
                            $
                            55,028Net
      loss
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            (348,076
                            )
                            
                            
                            (348,076
                            )Balance
      at December 31, 2008
                            
                            
                            3,060,000
                            
                            
                            $
                            3,060
                            
                            
                            $
                            50,267
                            
                            
                            $
                            (346,375
                            )
                            
                            $
                            (293,048
                            )
  The
accompanying notes are an integral part of these financial
statements.
  F-4
 Table of Contents
  NEW YORK RESIDENTIAL,
INC.
 (A
Development Stage Company)
 STATEMENTS
OF CASH FLOWS
 
  For
      the Years Ended
                              December
      31,
                            
                            
                            For
      the Period
                              December
      5, 2005
                              (inception)
                              to
      December 31,2008
                            
                            
                            2007
                            
                            
                            2008CASH
      FLOWS FROM OPERATING ACTIVITIES:Net
      loss
                            
                            $
                            (348,076
                            )
                            
                            $
                            (10,945
                            )
                            
                            $
                            (346,375
                            )Write-off
      of deferred offering costs
                            
                            
                            324,272
                            
                            
                            
                            
                            
                            
                            
                            324,272Changes
      in operating liabilities:Income
      taxes payable
                            
                            
                            (3,573
                            )
                            
                            
                            (1,027
                            )
                            
                            
                            600Accrued
      interest on shareholder loan
                            
                            
                            5,133
                            
                            
                            
                            4,820
                            
                            
                            
                            9,953Prepaid
      expenses
                            
                            
                            (2,072
                            )
                            
                            
                            -
                            
                            
                            
                            (2,072
                            )Billings
      in excess of costs
                            
                            
                            125,655
                            
                            
                            
                            -
                            
                            
                            
                            125,655NET
      CASH FLOWS PROVIDED BY (USED IN) OPERATING ACTIVITIES
                            
                            
                            101,339
                            
                            
                            
                            (7,152
                            )
                            
                            
                            112,033CASH
      FLOWS FROM FINANCING ACTIVITIES:Proceeds from the sale of common stock
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            53,327Note
      proceeds from shareholder
                            
                            
                            11,444
                            
                            
                            
                            25,000
                            
                            
                            
                            63,137Note
      repayments to shareholder
                            
                            
                            (1,826
                            )
                            
                            
                            (20,000
                            )
                            
                            
                            (21,826
                            )Payment of costs of the proposed public offering
                            
                            
                            (45,516
                            )
                            
                            
                            (15,500
                            )
                            
                            
                            (125,843
                            )NET
      CASH USED IN FINANCING ACTIVITIES
                            
                            
                            (35,898
                            )
                            
                            
                            (10,500
                            )
                            
                            
                            (31,205
                            )Net
      increase (decrease) in cash and cash equivalents
                            
                            
                            65,441
                            
                            
                            
                            (17,652
                            )
                            
                            
                            80,828Cash
      and cash equivalents, Beginning of period
                            
                            
                            15,387
                            
                            
                            
                            33,039
                            
                            
                            
                            -Cash
      and cash equivalents, End of period
                            
                            $
                            80,828
                            
                            
                            $
                            15,387
                            
                            
                            $
                            80,828CASH
      PAID DURING THE YEARS FOR:Income
      taxes
                            
                            $
                            600
                            
                            
                            $
                            -
                            
                            
                            $
                            1627Non-cash
      Investing and Financing Activities:Accrued
      Offering Expenses
                            
                            $
                            35,429
                            
                            
                            $
                            117,484
                            
                            
                            $
                            198,429
  The accompanying notes are
an integral part of these financial statements.
  F-5
 Table of Contents
  NEW YORK RESIDENTIAL,
INC.
 (A
Development Stage Company)
 NOTES TO
FINANCIAL STATEMENTS
 For the
Period from December 5, 2005 (Inception) to December 31, 2008
 
 NOTE
1: Organization, Going Concern and Management Plan
  Organization and Basis of
Accounting
 
 New York
Residential, Inc. (the “Company”) was incorporated in Delaware on December 5,
2005 and was organized for the purpose of acquiring, renovating, investing in,
improving and in some cases managing residential real estate in the New York
Metropolitan area.
  During
2006, the Company completed the renovation of one apartment in New York City.
 During 2007 and 2008, the Company entered into agreements to engage in the
design and renovation of two additional residential apartments in New York City,
as well as the design and construction of a residential home in Kent,
Connecticut. The Company has completed the design and has commenced construction
on both residential apartments in New York City. The residential home in Kent,
Connecticut is currently in the design phase and no construction on this
property has commenced. The Company expects to generate revenue from these
agreements.
 
 The
Company is considered a development stage company and as such, has generated no
significant operating revenues and has incurred cumulative operating losses of
approximately $347,600.
 
 The
accompanying financial statements have been prepared in conformity with
accounting principles generally accepted in the United States of America, which
contemplate the continuation of the Company as a going concern.
 
 Going
Concern
 
 At
December 31, 2008, the Company had $80,828 in cash, working capital deficiency
and stockholders' deficiency of $293,048 and is just beginning to generate
revenue. These factors raise substantial doubt the Company’s ability to continue
as a going concern.  The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
 
 Management
Plan
 
 The
Company is  in the initial stage of operations. The Company’s ability
to execute its business plan is contingent upon obtaining adequate financial
resources through a proposed public offering which is discussed in Note 5. The
Company’s management has broad discretion with respect to the specific
application of the net proceeds of this proposed offering, although
substantially all of the net proceeds of this proposed offering are intended to
be generally applied toward the acquisition of residential real property within
the New York Metropolitan Area. Furthermore, there is no assurance that the
Company will be able to successfully effect such a purchase of residential
property. The Company has funded its operations to date from proceeds received
from the renovation of apartments,  the sale of its Common Stock
totaling approximately $53,000 and from net advances from the Company's
sole director and officer totaling approximately $41,000 through December 31,
2008 (Note 3). The Company's sole director and officer have agreed verbally to
fund the Company's operations through the closing of the proposed offering (Note
5).
  NOTE
2 - Summary of Significant Accounting Policies
  Cash
and Cash Equivalents
 
 Cash and
cash equivalents represent cash on hand, demand deposits and all highly liquid
investments placed with banks or other financial institutions with original
maturities of three months or less.
 
 Revenue
and Cost Recognition
  Revenues
from fixed-price construction contracts are recognized on the completed contract
method. This method is used because the typical contract is completed in two
months or less and financial position and results of operations do not vary
significantly from those that would result from use of the
percentage-of-completion method. A contract is considered complete when all
costs except insignificant items have been incurred and the construction is in
accordance with the specifications or has been accepted by the
customer.
  Revenues
from time and material contracts are recognized currently as the work is
performed.
  F-6
 Table of Contents
  NEW YORK
RESIDENTIAL, INC.
 (A
Development Stage Company)
 NOTES TO
FINANCIAL STATEMENTS
 For the
Period from December 5, 2005 (Inception) to December 31, 2008
 
 NOTE
2 - Summary of Significant Accounting Policies-continued
 
 Contract
costs include all direct material and labor costs and those indirect costs
related to contract performance, such as indirect labor, supplies, tools,
repairs, and depreciation costs. General and administrative costs are charged to
expense as incurred. Provisions for estimated losses on uncompleted contracts
are made in the period in which such losses are determined.
  Costs in
excess of amounts billed are classified as current assets under costs in excess
of billings on uncompleted contracts. Billings in excess of costs are classified
under current liabilities as billings in excess of costs on uncompleted
contracts. As of December 31, 2008, billings in excess of costs totaled
approximately $125,655.
  Income
Taxes
  The
Company accounts for income taxes using the liability method as required by
Statement of Financial Accounting Standard (“SFAS 109”) No. 109 “Accounting for
Income Taxes”. Deferred income taxes are provided for the differences between
the bases of assets and liabilities for financial reporting and income tax
purposes. A valuation allowance is established when necessary to reduce deferred
tax assets to the amount expected to be realized.
  Effective
January 1, 2007, the company adopted the provisions of FASB Interpretation No.
48, "Accounting for Uncertainty in Income Taxes-an interpretation of FASB
Statement No. 109" ("FIN48"). FIN 48 prescribes a recognition threshold and a
measurement attribute for the financial statement recognition and measurement of
tax positions taken or expected to be taken in a tax return. For those benefits
to be recognized, a tax position must be more-likely-than-not to be sustained
upon examination by taxing authorities. Differences between tax positions taken
or expected to be taken in a tax return and the benefit recognized and measured
pursuant to the interpretation are referred to as "unrecognized benefits". A
liability is recognized (or amount of net operating loss carry forward or amount
of tax refundable is reduced) for an unrecognized tax benefit because it
represents an enterprise's potential future obligation to the taxing authority
for a tax position that was not recognized as a result of applying the
provisions of FIN 48.
  In
accordance with FIN 48, interest costs related to unrecognized tax benefits are
required to be calculated (if applicable) and would be classified as "Interest
Expense, net" in the statements of operations. Penalties would be recognized as
a component of "General and administrative expenses".
  The
Company files income tax returns in the United States (federal) and in the State
of New York and the City of  New York all of which it deems to be its
principal tax jurisdictions. The Company is subject to federal, state and local
income tax examinations.
  The
adoption of the provisions of FIN 48 did not have a material impact on the
Company's financial position and results of operations. As of December 31, 2008,
no liability for unrecognized tax benefits was required to be
recorded.
  The
Company has a net operating loss carryforward of $62,748 as of December 31,
2008.  The net operating loss carryforward expires in
2022.
  There was
no provision for taxes recorded for the year ended December 31, 2008 and 2007
and a recovery of income taxes of $2,973 was recorded during the year ended
December 31, 2008.
  F-7
 Table of Contents
  NEW YORK
RESIDENTIAL, INC.
 (A
Development Stage Company)
 NOTES TO
FINANCIAL STATEMENTS
 For the
Period from December 5, 2005 (Inception) to December 31, 2008
 
 NOTE
2 – Summary of Significant Accounting Policies-continued
 
 Concentration
of Credit Risk
  The
Company places its cash deposits and cash equivalents with high quality
financial institutions. At times, its cash and cash equivalents may be uninsured
or in deposit accounts that exceed the Federal deposit Insurance Corporation
(“FDIC”) insurance limit.  As of December 31, 2008, the Company’s cash
is held at one financial institution.
  The
Company offers its services primarily in the state of New York and it extends
credit based on an evaluation of a customer’s financial condition, generally
without collateral. Exposure to losses on accounts receivable is principally
dependent on each customer’s financial condition. The Company monitors its
exposure for credit losses and maintains allowances for anticipated losses, if
required. Although the Company expects to collect amounts due, actual
collections may differ from the estimated amounts.
 
 Income
(Loss) Per Share
  Basic
income (loss) per share is computed by dividing net income (loss) by the
weighted-average number of shares of common stock outstanding during the years
presented. Diluted loss attributable to common shares adjusts basic loss per
share for the effects of convertible securities, warrants, stock options and
other potentially dilutive financial instruments only in the periods in which
such effect is dilutive. The shares issuable upon the conversion of preferred
stock, the exercise of stock options and warrants are excluded from the
calculation of net loss per share as their effect would be
anti-dilutive.
  Use
of Estimates
  The
preparation of financial statements in conformity with United States generally
accepted  accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and
liabilities and disclosures of contingent assets and liabilities at the
date of the financial statements and the reported amounts of expenses during the
reporting period. Actual results could differ from those estimates.
 
 Deferred
Offering Costs
 
 Deferred
offering costs consist principally of legal and accounting fees incurred through
December 31, 2008 in connection with the Company’s Proposed Offering. These
capitalized costs of $324,272 were charged to operations at December 31, 2008
due to the continued delays in completing the proposed offering.
  Fair
Value of Financial Instruments
 
 The carrying amounts
reported in the balance sheet for cash and cash equivalents and accrued expenses
approximate fair value based on the short-term maturities of these instruments.
The carrying amounts of the Company’s promissory notes payable approximate fair
value based on the prevailing market interest rates.
 Recently
Issued Accounting Pronouncements
 
 In
February 2008, FASB Staff Position FAS 157-2 (“FSP FAS 157-2”)
was issued. FSP FAS 157-2 delays the effective date of SFAS 157 to
fiscal years beginning after November 15, 2008, and interim periods within those
fiscal years, for nonfinancial assets and liabilities, except for items that are
recognized or disclosed at fair value in the financial statements on a recurring
basis. The delay was intended to allow additional time to consider the
effect of various implementation issues that have arisen from the
application of SFAS 157. The Company believes that FSP FAS 157-2 will
not have a material impact on the Company’s financial statements.
  F-8
 Table of Contents
  NEW YORK
RESIDENTIAL, INC.
 (A
Development Stage Company)
 NOTES TO
FINANCIAL STATEMENTS
 For the
Period from December 5, 2005 (Inception) to December 31, 2008
 
 NOTE 2 – Summary of Significant
Accounting Policies-continued
 
 In
September 2006, the Financial Accounting Standards Board (“FASB”) issued SFAS
No. 157, "Fair Value Measurements" ("SFAS 157").  SFAS 157 requires
the use of a fair value hierarchy that prioritizes the inputs to valuation
techniques used to measure fair value into three levels: quoted market prices in
active markets for identical assets and liabilities (Level 1), inputs other than
quoted market prices that are observable for the asset or liability, either
directly or indirectly (Level 2), and unobservable inputs for the asset or
liability (Level 3).  The Company adopted SFAS 157 on January 1,
2008.  Adoption of SFAS 157 did not have a material impact on the
Company's financial statements.
 
 In
October 2008, the FASB issued Staff Position No. FAS 157-3,
“Determining the Fair Value of a Financial Asset When the Market for That Asset
Is Not Active” (FSP FAS 157-3). FSP FAS 157-3 applies to financial
assets within the scope of accounting pronouncements that require or permit fair
value measurements in accordance with Statement No. 157. FSP FAS 157-3
clarifies the application of Statement No. 157 in a market that is not
active and provides an example to illustrate key considerations in determining
the fair value of a financial asset when the market for that financial asset is
not active. FSP FAS 157-3 is effective upon issuance and is to be applied
to prior periods for which financial statements have not been issued. The
Company has adopted FSP FAS 157-3 effective October 10, 2008. The
adoption of FSP FAS 157-3 has not materially affected the Company’s
financial position, results of operations or cash flows.
 
 In
December 2007, the FASB issued SFAS No. 141R, "Business Combinations" ("SFAS
141R"), which replaces SFAS No. 141, "Business Combinations."  SFAS
141R establishes principles and requirements for determining how an enterprise
recognizes and measures the fair value of certain assets and liabilities
acquired in a business combination, including noncontrolling interests,
contingent consideration, and certain acquired contingencies.  SFAS
141R also requires acquisition-related transaction expenses and restructuring
costs be expensed as incurred rather than capitalized as a component of the
business combination.  SFAS 141R will be applicable prospectively to
business combinations for which the acquisition date is on or after the
beginning of the first annual reporting period beginning on or after December
15, 2008. SFAS 141R would only have an impact on accounting for any businesses
acquired after the effective date of this pronouncement.
 
 In March
2008, the FASB issued Statement of Financial Accounting Standards No. 161
“Disclosure about Derivative Instruments and Hedging Activities - an amendment
of FASB Statement No. 133” (“SFAS 161”).  SFAS 161 changes the
disclosure requirements for derivative instruments and hedging
activities.  Entities are required to provide enhanced disclosures
about (a) how and why an entity uses derivative instruments, (b) how derivative
instruments and related hedged items are accounted for under SFAS No. 133 and
its related interpretations, and (c)
  F-9
 Table of Contents
  NEW YORK
RESIDENTIAL, INC.
 (A
Development Stage Company)
 NOTES TO
FINANCIAL STATEMENTS
 For the
Period from December 5, 2005 (Inception) to December 31, 2008
 
 NOTE
2 – Summary of Significant Accounting Policies-continued
 
 how
derivative instruments and related hedged items affect an entity’s financial
position, financial performance and cash flows.  The guidance in SFAS
161 is effective for financial statements issued for fiscal years and interim
periods beginning after November 15, 2008, with early application
encouraged.  This Statement encourages, but does not require,
comparative disclosures for earlier periods at initial adoption.  The
Company is evaluating the impact of this pronouncement on the Company’s
financial position, results of operations and cash flows.
 
 In May
2008, the FASB issued SFAS 162, “The Hierarchy of Generally Accepted
Accounting Principles” (“SFAS 162”). SFAS 162 identifies a consistent
framework, or hierarchy, for selecting accounting principles to be used in
preparing financial statements that are presented in conformity with Generally
Accepted Accounting Principles (“GAAP”) for nongovernmental entities.
SFAS 162 is effective 60 days following the SEC’s approval of the
Public Company Accounting Oversight Board amendments to AU Section 411,
“The Meaning of Present Fairly in Conformity with Generally Accepted Accounting
Principles.” The Company adopted SFAS 162 on November 15, 2008 and adoption had
no effect on the Company’s financial statements.
 
 NOTE
3 – Shareholder Promissory Note
  At
December 31, 2008, the Company has a $41,311 promissory note from Robert
Kornstein, the sole officer and director of the Company. The note bears interest
of 15% and is payable on the consummation of the proposed
offering.  As of December 31, 2008, $9,953 of accrued interest is owed
to Robert Kornstein.  At December 31, 2007, the Company has a $31,693
promissory note from Robert Kornstein, the sole officer and director of the
Company. The note bears interest of 15% and is payable on the consummation of
the proposed offering. As of December 31, 2007, $4,820 of accrued interest is
owed to Robert Kornstein.
 
 NOTE
4 - Commitments
  The
Company presently occupies office space provided by Robert Kornstein, the
Company’s sole director and officer. The officer has agreed that, until the
registration statement is effective and acquisition of an initial property by
the Company, it will make such office space, as well as certain office and
secretarial services, available to the Company and will not be reimbursed for
the cost of the office as well as certain other expenses.  As of
December 31, 2008, the amount of such expenses that would be payable to Robert
Kornstein is approximately $48,000. These expenses have not been accrued since
the reimbursement is contingent upon the factors discussed above.
  As of
December 31, 2008, the Company has no significant backlog of signed
contracts.
  Below is
a summary of billings in excess of costs at December 31, 2008:
 
 Project
                    
                    Total
      Estimated Contract Revenues
                    
                    
                    Costs
      Incurred to Date
                    
                    
                    Billings
      to Date
                    
                    
                    Billings
      in Excess of CostsRenovation
      1
                    
                    $
                    139,535
                    
                    
                    $
                    80,866
                    
                    
                    $
                    153,271
                    
                    
                    $
                    72,405Renovation
      2
                    
                    
                    362,643
                    
                    
                    
                    23,250
                    
                    
                    
                    76,500
                    
                    
                    
                    53,250Total
                    
                    $
                    502,178
                    
                    
                    $
                    104,116
                    
                    
                    $
                    229,771
                    
                    
                    $
                    125,655
 
 F-10
 Table of Contents
  NEW YORK
RESIDENTIAL, INC.
 (A
Development Stage Company)
 NOTES TO
FINANCIAL STATEMENTS
 For the
Period from December 5, 2005 (Inception) to December 31, 2008
 
 NOTE
5 – Stockholders’ Equity
  Common
Stock
  The
Company is authorized to issue 20,000,000 shares of common stock, par value
$.001. On December 5, 2005, the Company issued 3,060,000 shares of its
common stock to its founders for a price of $.0174 per share, totaling $53,327.
Of this amount, 510,000 shares were issued to the Company's sole director and
officer.
 
 Preferred
Stock
  The
Company is authorized to issue 1,000,000 shares of preferred stock, par value
$.001 with such designations, voting and other rights and preferences as may be
determined from time to time by the Board of Directors. At December 31, 2008 and
2007, there are no outstanding preferred shares.
 
 Proposed
Offering
  Commencing
on the date of  the prospectus (November 10, 2008) and ending on May
11, 2009, the Company’s  proposed offering calls for the Company to
offer for public sale up to 2,940,000 units (‘‘units’’) at a price of $1.00 per
unit. Each unit consists of one share of the Company’s common stock, $.001 par
value, and one redeemable common Stock purchase warrant (“warrant”). Each
warrant will entitle the holder to purchase from the Company one share of common
stock at an exercise price of $.75 commencing one year from the effective date
of the proposed offering and expiring four years from the effective date of the
proposed offering. The warrants will be redeemable, at a price of $.01 per
warrant upon thirty (30) days notice after the warrants become exercisable, only
in the event that the last sale price of the common stock is at least $1.50 per
share for any 20 trading days within a 30 trading day period ending three
business days before the Company send the notice of redemption.
  In the
event, the Company calls the warrants for redemption, the Company has agreed
that any warrants purchased by its directors during the nine month period
following separate trading of the warrants will be exercisable by them on a
cashless basis.
 
 No
warrants will be exercisable unless at the time of exercise a prospectus
relating to common stock issuable upon exercise of the warrants is current and
the common stock has been registered or qualified or deemed to be exempt under
the securities laws of the state of residence of the holder of the
warrants.  Under the terms of the warrant agreement, the Company has
agreed to meet these conditions and use its best efforts to maintain a current
prospectus relating to common stock issuable upon exercise of the warrants until
the expiration of the warrants.  However, the Company cannot assure
that it will be able to do so.  The warrants may be deprived of any
value and the market for the warrants may be limited if the prospectus relating
to the common stock issuable upon the exercise of the warrants is not current or
if the common stock is not qualified or exempt from qualification in the
jurisdictions in which the holders of the warrants reside.  Under no
circumstances will the Company  be obligated to net cash settle any of
the warrants.
 
 Through
December 31, 2008, the Company has capitalized approximately $324,272 of costs
in connection with the proposed offering and at December 31, 2008, these costs
were charged to operations due to continued delays in completing this proposed
offering.
 
 The
Company has not sold, or received any commitments from public investors to
purchase, any of the units as described in this proposed offering.
 
 There is
presently no public market for the Company’s units, common stock or warrants.
The Company has applied for quotation of the units offered hereby on the OTC
Bulletin Board. Assuming the units are accepted for quotation, the Company
anticipates that its common stock and the warrants will be quoted on the OTC
Bulletin Board as soon as practicable after they are able to be traded
separately. The Company plans for the common stock and warrants to be
separately tradable.  However, the Company cannot be certain that they will
be accepted for quotation.  The Company expects that these securities
will be separately tradable commencing the 90th day
following the date of its Prospectus Supplement (February 5, 2009) or on such
date thereafter as they are approved for quotation, unless the board of
directors approves an earlier date.
  F-11
 Table of Contents
  Item 9.Changes
in and Disagreements With Accountants on Accounting and Financial
Disclosure.
  None.
  Item 9A.Controls
and Procedures.
 
 (a)
Evaluation
of Disclosure Controls and Procedures. Under the supervision and with the
participation of our Chief Executive Officer and Chief Financial Officer, we
conducted an evaluation of the effectiveness of the design and operation of our
disclosure controls and procedures, as defined in Rule 13a-15(3) under the
Exchange Act as of December 31, 2008 (the “Evaluation Date”).  Based
on this evaluation, our Chief Executive Officer and Chief Financial Officer
concluded as of the Evaluation Date that our disclosure controls and procedures
were effective such that the information relating to our company required to be
disclosed in our reports (i) is recorded, processed, summarized and reported
within the time periods specified in SEC rules and forms and (ii) is accumulated
and communicated to our management, including our principal executive officer
and principal financial officer, as appropriate, to allow timely decisions
regarding required disclosure.
 
 Our management, including our Chief
Executive Officer and Chief Financial Officer, does not expect that our
disclosure controls and procedures or our internal controls will prevent all
error and all fraud.  A control system, no matter how well conceived
and operated, can provide only reasonable, not absolute, assurance that the
objectives of the control system are met.  Further, the design of a
control system must reflect the fact that there are resource constraints and the
benefits of controls must be considered relative to their costs.  Due
to the inherent limitations in all control systems, no evaluation of controls
can provide absolute assurance that all control issues and instances of fraud,
if any, within our company have been detected.
  (b) Changes in
internal controls. During the quarter ended December 31, 2008, there were
no changes in our internal control over financial reporting identified in
connection with the evaluation required by paragraph (d) of Rule 13a-15 or Rule
15d-15 that has materially affected, or is reasonably likely to materially
affect, our internal control over financial reporting.
 
 Compliance
with Section 404 of the Sarbanes-Oxley Act of 2002
  This annual report does not include a
report of management’s assessment regarding internal control over financial
reporting or an attestation report of our registered public accounting firm due
to a transition period established by the rules of the Securities and
Exchange for newly public companies.
  Pursuant
to Section 404 of the Sarbanes-Oxley Act of 2002 (the “Act”), beginning
with our Annual Report on Form 10-K for the fiscal year ending
December 31, 2009, we will be required to furnish a report by our
management on our internal control over financial reporting. This report will
contain, among other matters, an assessment of the effectiveness of our internal
control over financial reporting as of the end of our fiscal year, including a
statement as to whether or not our internal control over financial reporting is
effective. This assessment must include disclosure of any material weaknesses in
our internal control over financial reporting identified by management. If we
identify one or more material weaknesses in our internal control over financial
reporting, we will be unable to assert our internal control over financial
reporting is effective. This report will also contain a statement that our
independent registered public accountants have issued an attestation report on
management’s assessment of such internal controls and conclusion on the
operating effectiveness of those controls.
 
 Management acknowledges its
responsibility for internal controls over financial reporting and seeks to
continually improve those controls. In order to achieve compliance with
Section 404 of the Act within the prescribed period, we expect to perform
the system and process documentation and evaluation needed to comply with
Section 404, which is both costly and challenging. We believe our process,
which will commence in 2009, for documenting, evaluating and monitoring our
internal control over financial reporting is consistent with the objectives of
Section 404 of the Act.
  Item 9B.Other
Information.
 
 We do not have any information required
to be disclosed in a report on Form 8-K during the fourth quarter of 2008 that
was not reported.
  11
 Table of Contents
  PART III
 
 Item 10.Directors,
Executive Officers and Corporate
Governance.
 
 Executive
Officers and Directors
 
 Our
current director and executive officer is as follows:
 
 Name
                
                Age
                
                PositionRobert
      Kornstein
                
                45
                
                President,
      Chief Executive Officer, Acting Chief Financial Officer and
      Secretary
  Robert
Kornstein.  Mr. Kornstein is the President of Arcadia
Design, Inc., a New Jersey corporation, which is engaged in the furniture design
business. From June 2000 to July 2002, Mr. Kornstein was a Job Supervisor
for Fountainhead Construction, a New York corporation, where he managed projects
for residential and commercial real estate projects. He also has performed
various residential renovation projects as an independent
contractor.   Mr. Kornstein has experience in construction management
and in buying and renovating smaller residential buildings.  From 2003
to the present, he purchased five residential apartments in New York City
ranging in size from approximately 500 to 1,500 square feet in which he
renovated and combined a number of such apartments to over 3,000 square
feet.  During such time, Mr. Kornstein has completed designs and
drawings for a 14,000 square foot lakefront home in Kent, Connecticut and will
be the project manager for this home which is scheduled for construction in
Spring 2009.  In addition, he currently serves as a construction
management consultant to the board of the Arcadia Building and to Sherwood
Residential for the Cornado Building and Square Condominium, all of which are
located in New York City.  Moreover, Mr. Kornstein currently serves as
a designer and project manager for 1,000 and 3,000 square foot residential
apartments in New York City.  From 2000 to 2003, he was a project
manager for Fountain Head Construction, where his work included commercial
projects in New York City such as retail stores and photography
studios.  In addition, during such time, Mr. Kornstein completed
residential projects in New York City such as townhouse renovations, and
renovations of apartments up to a size of approximately 7,000 square
feet.  From 1985 to 2003, Mr. Kornstein performed renovations and
additions for residential homes in New Jersey and New York, including, but not
limited to, the design, construction and sale of two approximately 10,000 square
foot residential homes in Tenafly, New Jersey.  Although his
experience does not include day-to-day operation of properties, he has served as
an ongoing consultant for buildings which he renovated after completion of such
renovation and is called in to manage issues which arise from time to time at
the properties. In all, he has 20 years of design and construction
experience.  Mr. Kornstein has no experience conducting a public
offering or running a public company.
 
 Role
of the Board of Directors
 
 Pursuant to Delaware law, our business,
property and affairs are managed under the direction of the Company’s board of
directors. The board has responsibility for establishing broad corporate
policies and for the overall performance and direction of the Company, but is
not involved in day-to-day operations.
 
 Compensation
of the Board of Directors
 
 Our sole
director, who is also an employee of our company, does not receive additional
compensation for serving on the Board. We intend to procure directors and
officers liability insurance.
 
 Board
Meeting and Actions by Written Consent
 
 In 2008, the board did not meet and
took action by unanimous written consent six times.
 
 Board
Committees
 
 We have not established an audit
committee, compensation committee, nominating committee or other committee of
our board of directors.
  12
 Table of Contents
  Advisory Board
  We do not
currently have an advisory board.
  Director Independence
  We do not
have any independent directors as defined by any national securities exchange
registered pursuant to Section 6(a) of the Securities Exchange Act of
1934.
  Involvement in Certain Legal
Proceedings.
 
 Our
officer and sole director has not, during the last five years: (i) been
convicted in or is currently subject to a pending a criminal proceeding;
(ii) been a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction and as a result of such proceeding was or is
subject to a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to any federal or state securities
or banking laws including, without limitation, in any way limiting involvement
in any business activity, or finding any violation with respect to such law, nor
(iii) has any bankruptcy petition been filed by or against the business of
which such person was an executive officer or a general partner, whether at the
time of the bankruptcy of for the two years prior thereto.
  Compliance with Section 16(a) of
the Exchange Act
 
 Section 16(a)
of the Securities Exchange Act of 1934, as amended, requires our director,
executive officer, and shareholders holding more than 10% of our outstanding
common stock, to file with the Securities and Exchange Commission initial
reports of ownership and reports of changes in beneficial ownership of our
common stock. Executive officers, directors and greater-than-10% shareholders
are required by SEC regulations to furnish us with copies of all
Section 16(a) reports they file. To our knowledge, based solely on review
of the copies of such reports furnished to us for the year ended December 31,
2008, the Section 16(a) reports required to be filed by our executive
officer, director and greater-than-10% shareholders were filed on a timely
basis.
 
 Code
of Ethics
 
 The Company has not adopted a Code of
Ethics and Business Conduct for Officers, Directors and Employees that applies
to all of the officers, directors and employees of the Company.
 
 Item 11.Executive
Compensation.
 
 We do not
intend to pay compensation to our sole director and officer or any directors or
officers who join our company until such time as we have completed our initial
property acquisition. However, our existing stockholders and our sole director
and executive officer will receive reimbursement for any out-of-pocket expenses
incurred by them in connection with activities on our behalf, such as
identifying and performing due diligence on potential investment
properties.  We expect that these expenses will be limited to general
and administrative expenses including office expenses, communications, travel
and entertainment, which we will use to meet with investors and discuss the
merits of an investment in our business.
  We
expect to pay compensation to our officers, including our current President who
is also a stockholder and director, as we recruit and employ
them.  Because we do not yet know the extent of the labor and
expertise required to oversee management of the properties we will eventually
acquire, we are unable to determine what remuneration, if any, we will
eventually pay our management. We intend to base it upon the market for
executives at the time we seek to recruit them as well as our available
resources.
 
 Stock
Option, Bonus, Profit Sharing, Pension or Similar Plan
 
 As of
December 31, 2008, we do not have any stock option, bonus, profit sharing,
pension or similar plan.
 
 Employment
Agreements
 
 We have
not entered into an employment agreement with Robert Kornstein, our sole officer
and employee.
 
 Limitation
on Liability and Indemnification of Directors and Officers
 
 Section 145 of the Delaware General
Corporation Law concerning indemnification of officers, directors, employees and
agents is set forth below.
  13
 Table of Contents
  “Section 145. Indemnification of
officers, directors, employees and agents; insurance.
 
 (a)         A
corporation shall have power to indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the corporation) by reason of the
fact that the person is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys’
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by the person in connection with such action, suit or proceeding if the
person acted in good faith and in a manner the person reasonably believed to be
in or not opposed to the best interests of the corporation, and, with respect to
any criminal action or proceeding, had no reasonable cause to believe the
person’s conduct was unlawful. The termination of any action, suit or proceeding
by judgment, order, settlement, conviction, or upon a plea of nolo contendere or
its equivalent, shall not, of itself, create a presumption that the person did
not act in good faith and in a manner which the person reasonably believed to be
in or not opposed to the best interests of the corporation, and, with respect to
any criminal action or proceeding, had reasonable cause to believe that the
person’s conduct was unlawful.
  (b)           A
corporation shall have power to indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of the corporation to procure a judgment in its favor by
reason of the fact that the person is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise against expenses (including attorneys’
fees) actually and reasonably incurred by the person in connection with the
defense or settlement of such action or suit if the person acted in good faith
and in a manner the person reasonably believed to be in or not opposed to the
best interests of the corporation and except that no indemnification shall be
made in respect of any claim, issue or matter as to which such person shall have
been adjudged to be liable to the corporation unless and only to the extent that
the Court of Chancery or the court in which such action or suit was brought
shall determine upon application that, despite the adjudication of liability but
in view of all the circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such expenses which the Court of Chancery
or such other court shall deem proper.
  (c)           To
the extent that a present or former director or officer of a corporation has
been successful on the merits or otherwise in defense of any action, suit or
proceeding referred to in subsections (a) and (b) of this section, or in defense
of any claim, issue or matter therein, such person shall be indemnified against
expenses (including attorneys’ fees) actually and reasonably incurred by such
person in connection therewith.
  (d)           Any
indemnification under subsections (a) and (b) of this section (unless ordered by
a court) shall be made by the corporation only as authorized in the specific
case upon a determination that indemnification of the present or former
director, officer, employee or agent is proper in the circumstances because the
person has met the applicable standard of conduct set forth in subsections (a)
and (b) of this section. Such determination shall be made, with respect to a
person who is a director or officer at the time of such determination, (1) by a
majority vote of the directors who are not parties to such action, suit or
proceeding, even though less than a quorum, or (2) by a committee of such
directors designated by majority vote of such directors, even though less than a
quorum, or (3) if there are no such directors, or if such directors so direct,
by independent legal counsel in a written opinion, or (4) by the
stockholders.
  (e)           Expenses
(including attorneys’ fees) incurred by an officer or director in defending any
civil, criminal, administrative or investigative action, suit or proceeding may
be paid by the corporation in advance of the final disposition of such action,
suit or proceeding upon receipt of an undertaking by or on behalf of such
director or officer to repay such amount if it shall ultimately be determined
that such person is not entitled to be indemnified by the corporation as
authorized in this section. Such expenses (including attorneys’ fees) incurred
by former directors and officers or other employees and agents may be so paid
upon such terms and conditions, if any, as the corporation deems
appropriate.
  (f)           The
indemnification and advancement of expenses provided by, or granted pursuant to,
the other subsections of this section shall not be deemed exclusive of any other
rights to which those seeking indemnification or advancement of expenses may be
entitled under any bylaw, agreement, vote of stockholders or disinterested
directors or otherwise, both as to action in such person’s official capacity and
as to action in another capacity while holding such office.
  (g)           A
corporation shall have power to purchase and maintain insurance on behalf of any
person who is or was director, officer, employee or agent of the corporation, or
is or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise against any liability asserted against such person and incurred
by such person in any such capacity, or arising out of such person’s status as
such, whether or not the corporation would have the power to indemnify such
person against such liability under this section.
  14
 Table of Contents
  (h)           For
purposes of this section, references to “the corporation” shall include, in
addition to the resulting corporation, any constituent corporation (including
any constituent of a constituent) absorbed in a consolidation or merger which,
if its separate existence had continued, would have had power and authority to
indemnify its directors, officers, and employees or agents, so that any person
who is or was a director, officer, employee or agent of such constituent
corporation, or is or was serving at the request of such constituent corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, shall stand in the same position under
this section with respect to the resulting or surviving corporation as such
person would have with respect to such constituent corporation if its separate
existence had continued.
 
 (i)         For
purposes of this section, references to “other enterprises” shall include
employee benefit plans; references to “fines” shall include any excise taxes
assessed on a person with respect to any employee benefit plan; and references
to “serving at the request of the corporation” shall include any service as a
director, officer, employee or agent of the corporation which imposes duties on,
or involves services by, such director, officer, employee or agent with respect
to an employee benefit plan, its participants or beneficiaries; and a person who
acted in good faith and in a manner such person reasonably believed to be in the
interest of the participants and beneficiaries of an employee benefit plan shall
be deemed to have acted in a manner “not opposed to the best interests of the
corporation” as referred to in this section.
  (j)         The
indemnification and advancement of expenses provided by, or granted pursuant to,
this section shall, unless otherwise provided when authorized or ratified,
continue as to a person who has ceased to be a director, officer, employee or
agent and shall inure to the benefit of the heirs, executors and administrators
of such a person.
  (k)         The
Court of Chancery is hereby vested with exclusive jurisdiction to hear and
determine all actions for advancement of expenses or indemnification brought
under this section or under any bylaw, agreement, vote of stockholders or
disinterested directors, or otherwise. The Court of Chancery may summarily
determine a corporation’s obligation to advance expenses (including attorneys’
fees).”
  Insofar as indemnification for
liabilities arising under the Securities Act may be permitted to our directors,
officers, and controlling persons pursuant to the foregoing provisions, or
otherwise, we have been advised that in the opinion of the SEC such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment of expenses incurred or paid by
a director, officer or controlling person in a successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, we will, unless in the
opinion of its counsel the matter has been settled by controlling precedent,
submit to the court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.
  Paragraph B of Article Eighth of our
certificate of incorporation provides:
  “To
the extent permitted by the General Corporation Law of the State of Delaware (or
any statute succeeding such law), as such law now exists or may hereafter be
amended, no director of the Corporation shall be personally liable to the
Corporation or its stockholders for monetary damages for any breach of fiduciary
duty occurring during the time this provision is in effect.”
 
 Item 12.SecurityOwnership
of Certain Beneficial Owners and Management and
Related Stockholder Matters.
 
 The following table sets forth
information regarding the beneficial ownership of our common stock as of April
9, 2009 by:
  ·     each
person known by us to be the beneficial owner of more than 5% of our outstanding
shares of common stock;
 ·     each
of our officers and directors; and
 ·
    all our officers and directors as a group.
 
 Based on information available to us,
all persons named in the table have sole voting and investment power with
respect to all shares of common stock beneficially owned by them, unless
otherwise indicated. Beneficial ownership is determined in accordance with Rule
13d-3 under the Securities Exchange Act of 1934, as amended. In computing the
number of shares beneficially owned by a person or a group and the percentage
ownership of that person or group, shares of our common stock subject to options
or warrants currently exercisable or exercisable within 60 days after the date
of our prospectus are deemed outstanding, but are not deemed outstanding for the
purpose of computing the percentage of ownership of any other person. Applicable
percentage ownership as of April 9, 2009 is based upon 3,060,000 shares of
common stock outstanding.
 
 Unless otherwise indicated, the address
of each individual named below is our address located at 15 West 72nd Street,
Suite 15K, New York, NY 10023.
  15
 Table of Contents
 
 Percentage
      of
                                  Outstanding
                                  Common
      StockName and
      Address(1)
                                
                                Amount
      and Nature of
                                  Beneficial
      OwnershipRobert
      Kornstein,
                                  Sole
      Director and President/Secretary
                                
                                
                                510,000
                                
                                
                                
                                16.67
                                %Ivan
      Berkowitz
                                
                                
                                1,530,000
                                
                                
                                
                                50.00
                                %Avner
      Maloul
                                
                                
                                510,000
                                
                                
                                
                                16.67
                                %Alan
      Lowy
                                
                                
                                510,000
                                
                                
                                
                                16.66
                                %
 
 Item 13.Certain
Relationships and Related Transactions, and Director Independence.
 
 During
fiscal 2007 and 2008, the following related party transactions occurred in
addition to the transactions disclosed elsewhere in this report.
 
 At
December 31, 2008, we had outstanding a $41,311 promissory note payable to
Robert Kornstein, our sole officer and director and a significant
shareholder.  By its terms, the note bears interest at a rate equal to
15% and is payable upon the sale of at least 10% of the units in our
offering. At December 31, 2008, we have accrued $9,953 in interest expense
related to the note.  The proceeds of the note have been used
primarily to pay costs associated with our offering, including legal and
accounting fees and costs of printing and filing of documents with the
Securities and Exchange Commission.
 
 All
ongoing and future transactions between us and any of our officers and directors
or their respective affiliates, including loans by our officers and directors,
will be on terms believed by us to be no less favorable than are available from
unaffiliated third parties and such transactions or loans, including any
forgiveness of loans, will require prior approval in each instance by a majority
of our uninterested “independent” directors (to the extent we have any) or the
members of our board who do not have an interest in the transaction, in either
case who had access, at our expense, to our attorneys or independent legal
counsel.
 
 Other
than the above transactions, we have not entered into any material transactions
with any director, executive officer, and nominee for director, beneficial owner
of five percent or more of our common stock, or family members of such persons.
Also, other than the above transactions, we have not had any transactions with
any promoter.
  Conflicts of Interest
  Certain
potential conflicts of interest are inherent in the relationships between our
sole officer and director and us.
  Conflicts Relating to Officers and
Directors
  To date,
we do not believe that there are any conflicts of interest involving our sole
officer and director.
  With
respect to transactions involving real or apparent conflicts of interest, we
have adopted policies and procedures which require that: (i) the fact of
the relationship or interest giving rise to the potential conflict be disclosed
or known to the directors who authorize or approve the transaction prior to such
authorization or approval, (ii) the transaction be approved by a majority
of our disinterested outside directors, and (iii) the transaction be fair
and reasonable to us at the time it is authorized or approved by our
directors.
 
 Item 14.Principal
Accountant Fees and Services.
 
 Appointment
of Auditors
 
 Our Board of Directors selected Marcum
& Kliegman LLP our auditors for the year ended December 31,
2008.
  16
 Table of Contents
 
 Audit
Fees
 
 Marcum & Kliegman LLP billed us
$55,000 and $31,100 in fees for audit services for the year ended December 31,
2008 and 2007, respectively.
 
 Audit-Related
Fees
 
 We did not pay any fees to Marcum &
Kliegman LLP for assurance and related services that are not reported under
Audit Fees above during our fiscal year ending December 31, 2008 and
2007.
 
 Tax
and All Other Fees
 
 We did not pay any fees to Marcum &
Kliegman LLP for tax compliance, tax advice, tax planning or other work during
our fiscal years ending December 31, 2008 and December 31, 2007.
 
 Pre-Approval
Policies and Procedures
 
 We have implemented pre-approval
policies and procedures related to the provision of audit and non-audit
services. Under these procedures, our audit committee pre-approves all services
to be provided by Marcum & Kliegman LLP and the estimated fees related to
these services.
 
 With respect to the audit of our
financial statements as of December 31, 2008, and for the year then ended, none
of the hours expended by Marcum & Kliegman LLP’s engagement to audit those
financial statements were attributed to work by persons other than Marcum &
Kliegman LLP, and its full-time, permanent employees.
  
 Item 15.Exhibits,
Financial Statement Schedules.
 
 (a)
Financial Statements and Schedules
 
 1. Financial
Statements
 
 The following financial statements are
filed as part of this report under Item 8 of Part II “Financial Statements and
Supplementary Data”:
 
 A.           Balance
Sheets as of December 31, 2008 and 2007.
  B.           Statements
of Operations for the years ended of December 31, 2008 and 2007 and for the
period from December 5, 2005 (inception) to December 31, 2008.
  C.           Statements
of Changes in Stockholders’ Equity (deficiency) for the period from December 5,
2005 (inception) to December 31, 2008.
  D.           Statements
of Cash Flows for the years ended of December 31, 2008 and 2007 and for the
period from December 5, 2005 (inception) to December 31, 2008.
 
 2.Financial
Statement Schedules
 
 Financial statement schedules not
included herein have been omitted because they are either not required, not
applicable, or the information is otherwise included herein.
  17
 Table of Contents
 
 (b)
Exhibits.
 
 EXHIBIT INDEX
  Exhibit
      No.
                Description3.1
                Certificate
      of Incorporation.*3.2
                By-laws.*4.1
                Specimen
      Unit Certificate.*4.2
                Specimen
      Common Stock Certificate.*4.3
                Specimen
      Warrant Certificate.*10.1
                Promissory
      Note, dated as of December 31, 2006, in favor of Robert
      Kornstein.*10.6
                Amended
      and Restated Promissory Note , dated as of December 31, 2007, in favor of
      Robert Kornstein.*31.1
                Certification
      by Chief Executive Officer and Acting Chief Financial Officer pursuant to
      Sarbanes Oxley Section 302.32.1
                Certification
      by Chief Executive Officer and Acting Chief Financial Officer pursuant to
      18 U.S.C. Section 1350.
 
 *
Previously filed.
  18
 Table of Contents
  SIGNATURES
 
 Pursuant to the requirements of
Section 13 or 15(d) of the Exchange Act, the registrant has duly caused
this Form 10-K Annual Report to be signed on its behalf by the undersigned
on April 14, 2009, thereunto duly authorized.
  NEW YORK RESIDENTIAL,
      INC./s/ Robert
      KornsteinRobert
      KornsteinPresident,
      Chief Executive Officer (Principal Executive Officer), Acting Chief
      Financial Officer (Principal Accounting and Financial Officer) and
      Secretary
 Pursuant to the requirements of the
Securities Exchange Act of 1934, this Form 10-K Annual Report has been
signed by the following persons in the capacities and on the dates
indicated.
 
 Position
                
                Date/s/
      Robert Kornstein
                
                President,
      Chief Executive Officer Acting Chief Financial
                
                April
      14, 2009Robert
      Kornstein
                
                Officer
      (Principal Accounting and Financial Officer),Secretary
      and Director








19