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Daniel M. LeBey, Esq. Hunton & Williams LLP Riverfront Plaza, East Tower 951 E. Byrd Street Richmond, Virginia 23219-4074 (804) 788-8200 (804) 788-8218 (Telecopy)		Karen A. Dewis, Esq. Thomas P. Conaghan, Esq. McDermott, Will & Emery LLP 600 13th Street, N.W. Washington, D.C. 20005 (202) 756-8000 (202) 756-8087 (Telecopy)

				Proposed Maximum		Proposed Maximum
		Amount to be		Offering Price Per		Aggregate Offering		Amount of
Title of Securities Being Registered		Registered(1)		Share(2)		Price(3)		Registration Fee(4)
Common Stock, $0.01 par value per share		6,900,000		$9.75		$67,275,000		$7,920

(1)	Includes 900,000 shares of common stock that the underwriters have an option to purchase to cover over-allotments, if any.
(2)	Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(c) under the Securities Act of 1933, as amended, based on the average high and low prices per share of the registrant’s common stock as reported on the New York Stock Exchange on June 7, 2005.
(3)	Estimated solely for the purpose of determining the registration fee in accordance with Rule 457(o) of the Securities Act of 1933.
(4)	Calculated in accordance with Rule 457(o) under the Securities Act of 1933.

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The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

		Per Share				Total
Public offering price		$				$
Underwriting discount		$				$
Proceeds to us (before expenses)		$				$

Friedman Billings Ramsey	JPMorgan

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	We may experience a decline in the market value of our assets.

	A decrease in the demand for mortgage loans due to a period of rising interest rates may adversely affect our earnings, which could negatively affect the cash available for distribution to you.

	Our success will partially depend on our ability to originate prime adjustable-rate and hybrid mortgage loans for our portfolio.

	Our success will depend on our ability to obtain financing to leverage our equity.

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	We currently leverage our equity, which will exacerbate any losses we incur on our current and future investments and may reduce cash available for distribution to you.

	The terms of our warehouse credit facilities and repurchase agreements restrict our ability to pay dividends in situations where we are not currently in compliance with certain financial and other covenants.

	Our mortgage loans are concentrated in specific geographic regions and any adverse market or economic conditions in those regions may have a disproportionately adverse effect on the ability of our customers to make their loan payments.

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	Failure to succeed in new geographic markets may limit our growth and could adversely affect our profitability.

	Interest rate fluctuations may cause losses.

	A prolonged economic slowdown, a lengthy or severe recession or declining real estate values could harm our operations.

	We have a limited operating history with respect to securitizing mortgage loans or managing a portfolio of mortgage securities, which limits your ability to evaluate a key component of our business strategy and our growth prospects and increases your investment risk.

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	Loan prepayment rates may increase, adversely affecting yields on our planned investments.

	The mortgage loans we typically invest in and the mortgage loans underlying the mortgage-backed securities we typically invest in are subject to risks of delinquency, foreclosure and loss, which could result in losses to us.

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	We commenced operations as a newly public company in June 2004 and have a limited operating history.

	•	the availability of opportunities for the acquisition of assets;
	•	our ability to originate prime adjustable-rate and hybrid mortgage loans for our portfolio;
	•	the level and volatility of interest rates;
	•	readily accessible short- and long-term funding;
	•	conditions in the financial markets; and
	•	general economic conditions.

	We rely on key personnel with long-standing business relationships, the loss of any of whom could impair our ability to successfully operate.

	Our directors have approved broad investment guidelines for us and do not approve each investment we make.

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	We may change our investment strategy without your consent, which may result in our investing in riskier investments than our currently planned investments.

	Our hedging transactions may limit our gains or result in losses.

	We may be required to repurchase mortgage loans that we have sold or to indemnify holders of our mortgage-backed securities.

	We may be subject to losses due to fraudulent and negligent acts on the part of loan applicants, mortgage brokers, other vendors and our employees.

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	Our past operating results have occurred during a period of rapid growth for the residential mortgage industry and may not be indicative of our future operating results.

	If we do not manage our growth effectively, our financial performance could be harmed.

	We face intense competition that could adversely affect our market share and our revenues.

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	Our business may suffer from risks related to potential future acquisitions.

	The success and growth of our mortgage loan origination business will depend upon our ability to adapt to and implement technological changes.

	An interruption in service or breach in security of our information systems could impair our ability to originate loans on a timely basis and may result in lost business.

	Our operations are subject to a body of complex laws and regulations at the federal, state and local levels.

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	•	civil and criminal liability, including potential monetary penalties;
	•	loss of state licenses or permits required for continued lending and servicing operations;
	•	legal defenses causing delay or otherwise adversely affecting our ability to enforce loans, or giving the borrower the right to rescind or cancel the loan transaction;
	•	demands for indemnification or loan repurchases from purchasers of our loans;
	•	class action lawsuits; and
	•	administrative enforcement actions.

	New legislation may restrict our ability to make mortgage loans, negatively impacting our revenues.

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	Compliance with the Sarbanes-Oxley Act of 2002 and proposed and recently enacted changes in securities laws and regulations are likely to increase our costs.

	We are exposed to environmental liabilities with respect to properties to which we take title.

	Our common stock trades in a limited market which could hinder your ability to sell our stock.

	Our stock price and trading volume may be volatile, which could result in substantial losses for our stockholders.

	•	actual or anticipated changes in our future financial performance;
	•	changes in financial estimates by securities analysts;

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	•	changes in market interest rates;
	•	competitive developments, including announcements by us or our competitors of new products or services or significant contracts, acquisitions, strategic partnerships or capital commitments;
	•	the operations and stock performance of our competitors;
	•	developments in the mortgage lending industry or the financial services sector generally;
	•	the impact of new state or federal legislation or court decisions restricting the activities of lenders or suppliers of credit in our market;
	•	fluctuations in our quarterly operating results;
	•	additions or departures of senior management and key personnel;
	•	actions by institutional stockholders;
	•	speculation in the press or investment community; and
	•	general market and economic conditions.

	We have not established a minimum dividend payment level and we may not have the ability to pay dividends to you in the future.

	Future sales of shares of our common stock, including sales by our insiders, may depress the price of our common stock.

	Our board of directors may authorize the issuance of additional shares of our stock that may cause dilution.

	•	authorize the issuance of additional common or preferred stock in connection with future equity offerings, acquisitions of securities or other assets of companies; and
	•	classify or reclassify any unissued common stock or preferred stock and to set the preferences, rights and other terms of the classified or reclassified shares, including the issuance of shares of preferred stock that have preference rights over the common stock with respect to dividends, liquidation, voting and other matters or shares of common stock having special voting rights.

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	Future offerings of debt securities, which would be senior to our common stock in liquidation, or equity securities, which would dilute our existing stockholders and may be senior to our common stock for the purposes of distributions, may harm the value of our common stock.

	If you purchase shares of our common stock in this offering, you will experience immediate and substantial dilution.

	Failure to qualify as a REIT would adversely affect our operations and ability to make distributions.

	REIT distribution requirements could adversely affect our liquidity.

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	•	sell assets in adverse market conditions,
	•	borrow on unfavorable terms or
	•	distribute amounts that would otherwise be invested in future acquisitions, capital expenditures or repayment of debt

	Changes in taxation of corporate dividends may adversely affect the value of our common stock.

	Maintenance of our Investment Company Act exemption imposes limits on our operations.

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	The stock ownership limit imposed by our charter may inhibit market activity in our stock and may restrict our business combination opportunities.

	Our executive officers have agreements that provide them with benefits in the event their employment is terminated following a change in control.

	Certain provisions of Maryland law and our charter and bylaws could hinder, delay or prevent a change in control which could have an adverse effect on the value of our common stock.

	Removal of Directors. Under our charter, subject to the rights of one or more classes or series of preferred stock to elect one or more directors, a director may be removed with or without cause only by the affirmative vote of the holders of at least two-thirds of all votes entitled to be cast by our stockholders generally in the election of directors.
	Classified Board of Directors. Although currently all members of our board of directors will be subject to election or re-election at each annual meeting of stockholders, Maryland law permits our board of directors, without stockholder approval and regardless of what is provided in our charter or bylaws, to divide the members of our board of directors into up to three classes with only one class standing for election in any year.
	Board Vacancies. We have elected to be subject to certain provisions of Maryland law that vest in the board of directors the exclusive right, by the affirmative vote of the majority of the remaining directors, to fill vacancies on the board resulting from any reason, even if the remaining directors do not constitute a quorum. A vacancy must be filled for the remainder of the term in which the vacancy occurred.

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	Limitation on Stockholder-Requested Special Meetings. Our bylaws provide that our secretary must call a special meeting of stockholders only upon the written request of stockholders entitled to cast not less than a majority of all the votes entitled to be cast by the stockholders at such meeting.
	Advance Notice Provisions for Stockholder Nominations and Proposals. Generally, our bylaws require advance written notice for stockholders to nominate persons for election as directors at, or to bring other business before, meetings of stockholders. This bylaw provision limits the ability of stockholders to make nominations of persons for election as directors or to introduce other proposals unless we are notified in a timely manner prior to the meeting.
	Preferred Stock. Under our charter, our board of directors has authority to issue preferred stock from time to time in one or more series and to establish the terms, preferences and rights of any such series of preferred stock, all without the approval of our stockholders.
	Maryland Business Combination Act. The Maryland Business Combination Act provides that unless exempted, a Maryland corporation may not engage in business combinations, including mergers, dispositions of 10% or more of its assets, issuance of shares of stock and other specified transactions, with an “interested stockholder” or an affiliate of an interested stockholder for five years after the most recent date on which the interested stockholder became an interested stockholder, and thereafter unless specified criteria are met. An interested stockholder is generally a person owning or controlling, directly or indirectly, 10% or more of the voting power of the outstanding voting stock of a Maryland corporation. Our board of directors has adopted a resolution exempting us from application of this statute. However, our board of directors may repeal or modify this resolution in the future, in which case the provisions of the Maryland Business Combination Act will be applicable to business combinations between us and other persons.
	Maryland Control Share Acquisition Act. Maryland law provides that “control shares” of a Maryland corporation acquired in a “control share acquisition” shall have no voting rights except to the extent approved by a vote of two-thirds of the votes eligible to be cast on the matter under the Maryland Control Share Acquisition Act. Shares owned by an acquiror, by officers or by directors who are employees of the corporation are excluded from shares entitled to vote on the matter. “Control shares” means voting shares of stock that, if aggregated with all other shares of stock previously acquired by the acquiror or in respect of which the acquiror is able to exercise or direct the exercise of voting power (except solely by virtue of a revocable proxy), would entitle the acquiror to exercise voting power in electing directors within one of the following ranges of voting power: one-tenth or more but less than one-third, one-third or more but less than a majority or a majority or more of all voting power. Control shares do not include shares the acquiring person is then entitled to vote as a result of having previously obtained stockholder approval. A “control share acquisition” means an acquisition of control shares, subject to certain exceptions. A person who has made or proposes to make a control share acquisition may compel the board of directors of the corporation to call a special meeting of stockholders to be held within 50 days of demand to consider the voting rights of the shares. The right to compel the calling of a special meeting is subject to the satisfaction of certain conditions, including an undertaking to pay the expenses of the meeting. If no request for a meeting is made, the corporation may itself present the question at any stockholders meeting. If voting rights of control shares acquired in a control share acquisition are not approved at a stockholders’ meeting or if the acquiring person does not deliver an acquiring person statement as required by the statute, then subject to certain conditions and limitations, the corporation may redeem any or all of the control shares for fair value. If voting rights of control shares are approved at a stockholders’ meeting and the acquiror becomes entitled to vote a majority of the shares of stock entitled to vote, all other stockholders may exercise appraisal rights. The fair value of the shares as determined for purposes of appraisal rights may not be less than the highest price per share paid by the acquiror in the control share acquisition. The control share acquisition statute does not apply (a) to shares acquired in a merger, consolidation or share exchange if the corporation is a party to the transaction, or (b) to acquisitions approved or exempted by the charter or bylaws of the corporation. Our bylaws contain a provision exempting any and all acquisitions by any person of our shares from the Maryland Control Share Acquisition Act. However, our board of directors may amend our bylaws in the

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	future to repeal or modify this exemption, in which case any control shares of our company acquired in a control share acquisition would be subject to the Maryland Control Share Acquisition Act.

	•	the factors referenced in this prospectus, including those set forth under the sections captioned “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Our Company”;
	•	general volatility of the capital markets and the market price of our common stock;
	•	changes in our business strategy;
	•	availability, terms and deployment of capital;
	•	availability of qualified personnel; and
	•	changes in our industry, interest rates or the general economy.

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		Common Stock Prices												Cash Dividends
																		Paid or				Amount
		High				Low				Close				Declared				Payable				per Share
Quarter Ended March 31, 2005		$	11.30			$	9.90			$	10.22				3/10/05				4/26/05			$	0.25
Year Ended December 31, 2004
Fourth quarter		$	11.34			$	8.90			$	11.20				12/16/04				1/26/05			$	0.24
Third quarter			9.90				8.55				9.35				9/16/04				10/26/04			$	0.16
Second quarter			9.15				8.69				8.86				—	(1)			—	(1)			—	(1)

(1)	We closed our IPO on June 29, 2004. As a result, no dividend for the two days of the quarter ended June 30, 2004 was declared or paid.

	•	85% of our ordinary REIT income for that year;
	•	95% of our capital gain net income for that year; and
	•	100% of our undistributed REIT taxable income from prior years.

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	•	sell assets in adverse market conditions;
	•	borrow on unfavorable terms; or
	•	distribute amounts that would otherwise be invested in future acquisitions, capital expenditures or repayment of debt

	•	our results of operations;
	•	the timing of interest and principal we receive from our loans and securities;
	•	our obligation to pay debt service on our borrowings;
	•	the annual distribution requirements under the REIT provisions of the Internal Revenue Code; and
	•	other factors that our board of directors deems relevant.

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	•	our actual capitalization as of March 31, 2005; and
	•	our capitalization as of March 31, 2005, as adjusted to reflect completion of this offering and application of the net proceeds as described under “Use of Proceeds.”

		March 31, 2005
		Actual				As Adjusted
Debt:
Financing arrangements and subordinated debentures		$	1,720,305,999			$	1,720,305,999
Stockholders’ equity:
Common stock, $0.01 par value per share, 400,000,000 shares authorized, and 18,114,445 shares issued and 17,797,375 outstanding at March 31, 2005, actual and 23,797,375 shares outstanding, as adjusted(1)			180,621
Preferred stock, $0.01 par value per share, 200,000,000 shares authorized, and no shares issued and outstanding actual and as adjusted
Additional paid-in capital			115,485,603
Accumulated other comprehensive loss			(1,008,045	)			(1,008,045	)
Total stockholders’ equity			114,658,179
Total capitalization		$	1,834,964,178			$

(1)	Excludes (i) 176,500 shares currently reserved for issuance upon exercise of outstanding options to purchase shares of our common stock and (ii) 900,000 shares of common stock issuable upon exercise of the underwriters’ over-allotment option.

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Public offering price		$
Net tangible book value per share as of March 31, 2005		$
Pro forma net tangible book value per share after this offering		$
Dilution per share to new investors		$

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			Three Months Ended
			March 31,								For the Year Ended December 31,
			2005				2004				2004				2003				2002				2001				2000
											(Dollars in thousands, except per share amounts)
Operating Data:
Revenues:
Gains on sales of mortgage loans			$	4,321			$	3,506			$	20,835			$	23,031			$	9,858			$	6,429			$	3,336
Interest income				17,116				1,261				27,298				7,610				2,986				1,570				625
Brokered loan fees				2,000				2,183				6,895				6,682				5,241				3,749				4,317
Gain on sale of marketable securities				377				—				774				—				—				—				—
Miscellaneous				114				16				227				45				15				48				20
	Total revenue			23,928				6,966				56,029				37,368				18,100				11,796				8,298
Salaries, commissions, and benefits				7,143				2,719				17,118				9,247				5,788				3,644				2,891
Interest expense				11,690				609				16,013				3,266				1,673				1,289				476
Brokered loan expenses				1,519				1,284				5,276				3,734				2,992				2,174				2,235
General and administrative expenses				6,304				2,236				13,935				7,395				3,897				2,808				2,169
	Total expenses			26,656				6,848				52,342				23,642				14,350				9,915				7,771
Income (loss) before income tax benefit				(2,728	)			118				3,687				13,726				3,750				1,881				527
Income tax benefit				2,690				—				1,260				—				—				—				—
Net income (loss)			$	(38	)		$	118			$	4,947			$	13,726			$	3,750			$	1,881			$	527
Basic income per share			$	0.00				—			$	0.28				—				—				—				—
Diluted income per share				0.00				—			$	0.27				—				—				—				—
Balance Sheet Data:
Cash and cash equivalents			$	7,322			$	4,523			$	7,613			$	4,047			$	2,746			$	1,549			$	52
Investment securities available for sale				1,112,990				—				1,204,745				—				—				—				—
Mortgage loans held for investment				68,463				—				190,153				—				—				—				—
Mortgage loans held in the securitization trust				417,383				—				—				—				—				—				—
Mortgage loans held for sale				99,554				47,734				85,385				36,169				34,039				9,894				3,784
Due from loan purchasers				91,340				93,851				79,904				58,862				40,621				20,707				—
	Total assets			1,856,385				158,123				1,614,762				110,081				83,004				34,561				12,592
Financing arrangements				1,695,306				136,134				1,475,012				90,425				73,016				29,705				10,050
Subordinated debentures — notes				25,000				—				—				14,707				—				—				—
	Total liabilities			1,741,727				157,713				1,495,280				110,555				76,504				30,891				10,538
Equity (deficit)				114,658				410				119,482				(474	)			6,500				3,670				2,054
Other Data:
Purchase originations			$	380,900			$	169,305			$	1,089,499			$	803,446			$	469,404			$	374,454			$	352,634
Refinancing originations				291,600				114,146				756,006				796,879				407,827				209,748				45,753
	Total originations		$	672,500			$	283,451			$	1,845,505			$	1,600,325			$	877,231			$	584,202			$	398,387
Fixed-rate originations			$	307,800			$	137,960			$	878,749			$	890,172			$	518,382			$	398,056			$	191,981
Adjustable-rate originations				364,700				145,491				966,756				710,153				358,849				186,146				206,406
	Total originations		$	672,500			$	283,451			$	1,845,505			$	1,600,325			$	877,231			$	584,202			$	398,387
Weighted average middle credit score non- FHA(2)				712				703				715				—				—				—				—
Weighted average middle credit score all originations				705				703				703				719				716				713				714
Total mortgage sales ($000)			$	426,768			$	199,358			$	1,435,340			$	1,234,848			$	633,223			$	404,470			$	170,574
Brokered originations ($000)			$	109,379			$	84,093			$	410,052			$	365,477			$	244,008			$	179,732			$	209,345
Origination retained in investment portfolio			$	136,393			$	—			$	—			$	—			$	—			$	—			$	—
Weighted average whole loan sales price over par				1.76	%			2.13	%			2.02	%			1.75	%			1.52	%			1.37	%			1.27	%
Salaries, general and administrative expense as a percentage of total loans originated				1.99	%			1.70	%			1.68	%			1.04	%			1.10	%			1.10	%			1.27	%
Yield on investment securities available for sale				3.89	%			—				3.89	%			—				—				—				—
Yield on loans held for investment				4.44	%			—				4.09	%			—				—				—				—
Cost of funds (including hedges)				2.86	%			—				2.47	%			—				—				—				—
Net interest spread				1.15	%			—				1.43	%			—				—				—				—
Number of locations at period end				63				24				66				15				13				7				3
Number of employees at period end				810				447				782				335				184				147				117
Dividends declared per common share			$	0.25				—			$	0.40				—				—				—				—

(1)	For the year ended December 31, 2003, represents subordinated notes due to members of our predecessor.
(2)	Beginning near the end of the first quarter of 2004, our volume of FHA loans increased; prior to such time the volume of FHA loan originations was immaterial. Generally, FHA loans have lower average balances and FICO scores. All FHA loans are currently and will be in the future sold or brokered to third parties.

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	•	a decline in the market value of our assets due to rising interest rates;
	•	increasing or decreasing levels of prepayments on the mortgages underlying our mortgage-backed securities;
	•	an adverse impact on our earnings from a decrease in the demand for mortgage loans due to a period of rising interest rates;
	•	our ability to originate prime adjustable-rate and hybrid mortgage loans for our portfolio;
	•	our ability to obtain financing to fund and hold mortgage loans prior to their sale or securitization;
	•	the overall leverage of our portfolio and the ability to obtain financing to leverage our equity;
	•	the potential for increased borrowing costs and its impact on net income;
	•	our ability to use hedging instruments to mitigate our interest rate and prepayment risks;
	•	a prolonged economic slow down, a lengthy or severe recession or declining real estate values could harm our operations;
	•	if our assets are insufficient to meet the collateral requirements of our lenders, we might be compelled to liquidate particular assets at inopportune times and at disadvantageous prices;
	•	if we are disqualified as a REIT, we will be subject to tax as a regular corporation and face substantial tax liability; and
	•	compliance with REIT requirements might cause us to forego otherwise attractive opportunities.

	Post IPO Acquisition

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							Aggregate
							Principal				Percentage				Weighted
			Number				Balance				of Total				Average				Average
Description			of Loans				($ in millions)				Principal				Coupon				Loan Size
Purchase mortgages				1,812			$	380.9				56.6%				6.02%			$	210,230
Refinancings				1,296				291.6				43.4%				5.71%				225,002
	Total			3,108			$	672.5				100.0%				5.88%			$	216,390
Adjustable rate or hybrid				1,372			$	364.7				54.2%				5.60%			$	265,851
Fixed rate				1,736				307.8				45.8%				6.22%				177,299
	Total			3,108			$	672.5				100.0%				5.88%			$	216,390
Bankered				2,642			$	563.1				83.7%				5.93%			$	213,659
Brokered				466				109.4				16.3%				5.63%				231,873
	Total			3,108			$	672.5				100.0%				5.88%			$	216,390

	•	dollar volume of mortgage loans originated;
	•	relative cost of the loans originated;
	•	characteristics of the loans, including but not limited to the coupon and credit quality of the loan, which will indicate their expected yield; and
	•	return on our mortgage asset investments and the related management of interest rate risk.

	•	net interest spread on the portfolio;
	•	characteristics of the investments and the underlying pool of mortgage loans including but not limited to credit quality, coupon and prepayment rates; and
	•	return on our mortgage asset investments and the related management of interest rate risk.

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	Mortgage Lending

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	Mortgage Portfolio Management

	•	invest in assets generated primarily from our self-origination of high-quality, single-family, residential mortgage loans;
	•	invest in mortgage-backed securities originated by others, including ARM securities and collateralized mortgage obligations, or “CMO Floaters”;
	•	operate as a long-term portfolio investor;
	•	finance our portfolio by entering into repurchase agreements and as we aggregate mortgage loans for investment, entering into securitization transactions from time to time; and
	•	generate earnings from the return on our mortgage securities and spread income from our mortgage loan portfolio.

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	•	Whole Loan Sales. Whole loan sales represent loans sold on a servicing released basis wherein the servicing rights with respect to the loans are transferred to the purchaser concurrently with the sale of the loan. Gains and losses on whole loan sales are recognized in the period the sale occurs and we have determined that the criteria for sale treatment has been achieved primarily by the surrender of control over the assets transferred. We generally have an obligation to repurchase whole loans sold in circumstances in which the borrower fails to make one of the first three payments. Additionally, we are also generally required to repay all or a portion of the premium we receive on the sale of whole loans in the event that the loan prepays in its entirety within a period of one year after origination.
	•	Loans and Securities Sold Under Repurchase Agreements. Repurchase agreements represent legal sales of loans or mortgage securities and an agreement to repurchase the loans or mortgage securities at a later date. Repurchase agreements are accounted for as secured borrowings because we have not surrendered control of the transferred assets.

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	(1) that the items being hedged expose us to interest rate risk, and
	(2) that the interest rate swaps or caps are highly effective in reducing our exposure to interest rate risk.

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	•	Completed our first loan securitization of approximately $419 million in residential mortgage loans;
	•	Issued $25 million of trust preferred securities;
	•	Total assets increased to $1.9 billion as of March 31, 2005 from $1.6 billion as of December 31, 2004; and
	•	Aided in part by the SIB and GRL acquisitions, approximately 137.2% growth in loan originations of $672.5 million for the three months ended March 31, 2005 as compared to $283.5 million for the three months ended March 31, 2004, and relative to an overall industry decline of 4.9% for the quarter as projected by the MBAA in its April 2005 report.

	•	IPO of 15 million shares at $9.00 per share raising approximate net proceeds of $122 million;

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	•	Substantial portion of IPO proceeds invested in approximately $1.2 billion in AAA-rated and/or Fannie Mae and Freddie Mac guaranteed residential mortgage-backed securities;
	•	Total assets increased to $1.6 billion as of December 31, 2004 from $110.1 million as of December 31, 2003;
	•	Acquisition of mortgage banking business of Guaranteed Residential Lending, Inc., or GRL, which is expected to double annual mortgage originations; and
	•	Aided in part by the SIB and GRL acquisitions, approximately 15.3% growth in loan originations of $1.85 billion for the year ended December 31, 2004 as compared to $1.60 billion for the year ended December 31, 2003 and relative to an overall industry decline of 30.4% for 2004 as projected by the MBAA in its April 2005 report.

	•	The demand for new mortgage loans. Reduced demand for mortgage loans causes closed loan origination volume to decline. Demand for new mortgage loans is directly impacted by current interest rate trends and other economic conditions. Rising interest rates tend to reduce demand for new mortgage loans, particularly demand for loan refinancings, and falling interest rates tend to increase demand for new mortgage loans, particularly loan refinancings.
	•	Loan refinancing and home purchase trends. As discussed above, the volume of loan refinancings tends to increase following declines in interest rates and to decrease when interest rates rise. The volume of home purchases is also affected by interest rates, although to a lesser extent than refinancing volume. Home purchase trends are also affected by other economic changes such as inflation, improvements in the stock market, unemployment rates and other similar factors.
	•	Seasonality. Historically, according to the MBAA, loan originations during late November, December, January and February of each year are typically lower than during other months in the year due, in part, to inclement weather, fewer business days (due to holidays and the short month of February), and the fact that home buyers tend to purchase homes during the warmer months of the year. As a result, loan volumes tend to be lower in the first and fourth quarters of a year than in the second and third quarters.
	•	Occasional spikes in volume resulting from isolated events. Mortgage lenders may experience spikes in loan origination volume from time to time due to non-recurring events or transactions. For example, we were able to complete an unusually large and non-recurring mass closing of 347 condominium unit mortgage loans for which we negotiated a bulk end-loan commitment for condominium buyers in the Ruppert Homes Project in the first quarter of 2003.

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	Loan Origination Summary(1)

									Aggregate				Average				Weighted Average
					Number				Principal				Principal
					of Loans				Balance				Balance				LTV(2)				FICO
					(Dollars in millions)
2005:
	First Quarter
		ARM				1,313			$	355.3			$	270,603				73%				708
		Fixed-rate				1,274				247.8				194,541				71%				719
			Subtotal — non-FHA			2,587			$	603.1			$	233,145				72%				712
		FHA				521				69.4				133,191				92%				637
			Total			3,108			$	672.5			$	216,390				74%				705
		Purchase mortgages				1717			$	365.8			$	213,081				76%				723
		Refinancings				870				237.3				272,743				66%				696
			Subtotal — non-FHA			2,587			$	603.1			$	233,145				72%				712
		FHA				521				69.4				133,191				92%				637
			Total			3,108			$	672.5			$	216,390				74%				705

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									Aggregate				Average				Weighted Average
					Number				Principal				Principal
					of Loans				Balance				Balance				LTV(2)				FICO
					(Dollars in millions)
2004:
	Fourth Quarter
		ARM				1,094			$	330.1			$	301,765				71%				714
		Fixed-rate				956				206.8				216,266				72%				714
			Subtotal — non-FHA			2,050			$	536.9			$	261,893				72%				714
		FHA				749				95.7				127,868				92%				623
			Total			2,799			$	632.6			$	226,029				75%				700
		Purchase mortgages				1,426			$	353.3			$	247,722				75%				724
		Refinancings				624				183.6				294,278				64%				694
			Subtotal — non-FHA			2,050			$	536.9			$	261,893				72%				714
		FHA				749				95.7				127,868				92%				623
			Total			2,799			$	632.6			$	226,029				75%				700
	Third Quarter
		ARM				692			$	208.9			$	301,875				71%				718
		Fixed-rate				639				145.7				228,034				71%				714
			Subtotal — non-FHA			1,331			$	354.6			$	266,425				71%				716
		FHA				481				60.8				126,445				92%				610
			Total			1,812			$	415.4			$	229,267				74%				701
		Purchase mortgages				1,019			$	265.9			$	260,933				73%				725
		Refinancings				312				88.7				284,360				63%				691
			Subtotal — non-FHA			1,331			$	354.6			$	266,425				71%				716
		FHA				481				60.8				126,445				92%				610
			Total			1,812			$	415.4			$	229,267				74%				701
	Second Quarter
		ARM				781			$	253.4			$	324,450				70%				722
		Fixed-rate				797				167.2				209,781				71%				720
			Subtotal — non-FHA			1,578			$	420.6			$	266,534				70%				721
		FHA				793				93.4				117,751				92%				655
			Total			2,371			$	514.0			$	216,772				74%				709
		Purchase mortgages				1,021			$	262.7			$	257,283				75%				728
		Refinancings				557				157.9				283,492				62%				711
			Subtotal — non-FHA			1,578			$	420.6			$	117,751				70%				721
		FHA				793				93.4				117,751				92%				655
			Total			2,371			$	514.0			$	216,772				74%				709

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									Aggregate				Average				Weighted Average
					Number				Principal				Principal
					of Loans				Balance				Balance				LTV(2)				FICO
					(Dollars in millions)
	First Quarter
		ARM				458			$	145.5			$	317,667				70%				703
		Fixed-rate				613				138.0				225,057				71%				704
			Total			1,071			$	283.5			$	264,661				71%				703
		Purchase mortgages				650			$	169.3			$	260,469				75%				711
		Refinancings				421				114.2				271,132				64%				692
			Total			1,071			$	283.5			$	264,661				71%				703
2003:
	Fourth Quarter
		ARM				502			$	181.1			$	360,691				69%				708
		Fixed-rate				705				158.7				225,127				70%				707
			Total			1,207			$	339.8			$	281,509				70%				707
		Purchase mortgages				749			$	203.2			$	271,209				75%				712
		Refinancings				458				136.6				298,353				61%				699
			Total			1,207			$	339.8			$	281,509				70%				707
	Third Quarter
		ARM				585			$	224.1			$	383,018				68%				714
		Fixed-rate				1,062				262.2				246,880				67%				707
			Total			1,647			$	486.3			$	295,235				67%				711
		Purchase mortgages				772			$	218.2			$	282,537				75%				717
		Refinancings				875				268.1				306,439				60%				706
			Total			1,647			$	486.3			$	295,235				67%				711
	Second Quarter
		ARM				452			$	158.1			$	349,624				66%				691
		Fixed-rate				1,051				254.8				242,478				67%				713
			Total			1,503			$	412.9			$	274,700				67%				705
		Purchase mortgages				647			$	173.7			$	268,487				74%				691
		Refinancings				856				239.2				279,397				61%				715
			Total			1,503			$	412.9			$	274,700				67%				705
	First Quarter
		ARM				399			$	144.1			$	361,230				70%				719
		Fixed-rate				948				217.3				229,203				71%				707
			Total			1,347			$	361.4			$	268,311				70%				712
		Purchase mortgages				845			$	208.5			$	246,756				78%				722
		Refinancings				502				152.9				304,590				60%				699
			Total			1,347			$	361.4			$	268,311				70%				712

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(1)	Beginning near the end of the first quarter of 2004, our volume of FHA loans increased. Generally, FHA loans have lower average balances and FICO scores which are reflected in the statistics above. All FHA loans are currently and will be in the future sold or brokered to third parties.
(2)	Loan-to-value calculations are on first-lien mortgage loans only.

	Cash and Cash Equivalents

	Investment Securities Available for Sale

														Portfolio
Category		Par Value				Coupon				Carrying Value				Mix				Yield
FNMA or FHLMC ARMs		$	546,833,685				4.24%			$	548,943,790				49%				4.04%
“AAA”- rated			408,474,733				4.68%				408,569,557				37%				4.39%
CMO floaters			154,295,367				3.88%				155,476,448				14%				3.95%
Total		$	1,109,603,785				4.35%			$	1,112,989,795				100%				4.16%

														Portfolio
Category		Par Value				Coupon				Carrying Value				Mix				Yield
FNMA or FHLMC ARMs		$	591,372,079				4.24%			$	598,289,982				50%				3.84%
“AAA”- rated			537,105,436				4.39%				540,896,815				45%				4.07%
CMO floaters			65,577,825				3.35%				65,557,917				5%				3.56%
Total		$	1,194,055,340				4.26%			$	1,204,744,714				100%				3.93%

	Mortgage Loans Held for Sale

	Mortgage Loans Held for Investment

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	Mortgage Loans Held in the Securitization Trust

	Due from Loan Purchasers and Escrow Deposits — Pending Loan Closing

	Prepaid and Other Assets

	Financing Arrangements, Mortgage Loans Held for Sale/for Investment

	Financing Arrangements, Portfolio Investments

	Stockholders’ Equity

	Comparison of the Three Months Ended March 31, 2005 to the Three Months Ended March 31, 2004.

	Net Income

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	Revenues

						Historical				Yield on
						Weighted				Interest
		Average Interest				Average				Earning				Cost of				Net Interest
As of the Quarter Ended		Earning Assets				Coupon				Assets				Funds				Spread
Mar. 31, 2005		$	1,447.9				4.39	%			4.01	%			2.86	%			1.15	%
Dec. 31, 2004		$	1,325.7				4.29	%			3.84	%			2.58	%			1.26	%
Sept. 31, 2004		$	776.5				4.04	%			3.86	%			2.45	%			1.41	%

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	Expenses

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	Comparison of the Year Ended December 31, 2004 to the Year Ended December 31, 2003

	Net Income

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	Revenues

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						Historical				Yield on
						Weighted				Interest
		Average Interest				Average				Earning				Cost of				Net Interest
As of the Quarter Ended		Earning Assets				Coupon				Assets				Funds				Spread
		(Dollar amounts in millions)
September 30, 2004		$	776.5				4.04%				3.86%				2.45%				1.41%
December 31, 2004		$	1,325.7				4.29%				3.84%				2.58%				1.26%

	Expenses

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	Comparison of the Year Ended December 31, 2003 to the Year Ended December 31, 2002

	Net Income

	Revenues

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	Expenses

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	•	transfer or sell assets;
	•	create liens on the collateral; or
	•	incur additional indebtedness, without obtaining the prior consent of the lenders, which consent may not be unreasonably withheld.

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	•	the loan is rejected as “unsatisfactory for purchase” by the ultimate investor and has exceeded its permissible warehouse period which varies by facility;
	•	we fail to deliver the applicable note, mortgage or other documents evidencing the loan within the requisite time period;
	•	the underlying property that secures the loan has sustained a casualty loss in excess of 5% of its appraised value; or
	•	the loan ceases to be an eligible loan (as determined pursuant to the warehouse facility agreement).

	•	interest rates on our loans compared to market interest rates;
	•	the borrower credit risk classification;
	•	loan-to-value ratios, loan terms, underwriting and documentation; and
	•	general economic conditions.

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	•	sell assets in adverse market conditions;
	•	borrow on unfavorable terms; or
	•	distribute amounts that would otherwise be invested in future acquisitions, capital expenditures or repayment of debt,

						Less Than				1 to 3				4 to 5				After 5
		Total				1 Year				Years				Years				Years
Repurchase agreements		$	1,423,641,000			$	1,423,641,000				—				—				—
Warehouse facilities			271,664,999				271,664,999				—				—				—
Operating leases			17,473,990				4,150,604			$	6,699,940			$	4,745,446			$	1,878,000
Employment agreements(1)			9,521,900				2,209,200				7,312,700				—				—

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	•	Interest rate and market (fair value) risk
	•	Credit spread risk
	•	Liquidity and funding risk
	•	Prepayment risk
	•	Credit risk

	Interest Rate Risk

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			March 31, 2005
			Notional				Carrying				Estimated
			Amount				Amount				Fair Value
Investment securities available for sale			$	1,109,603,785			$	1,112,989,795			$	1,112,989,795
Mortgage loans held for investment				68,011,188				68,462,832				68,401,520
Mortgage loans held in the securitization trust				413,396,100				417,383,398				415,698,386
Mortgage loans held for sale				99,350,664				99,554,363				100,028,276
Commitments and contingencies:
	Interest rate lock commitments			245,419,888				(838,928	)			(838,928	)
	Forward loan sales contracts			114,350,398				567,125				567,125
	Interest rate swaps			735,000,000				8,596,927				8,596,927
	Interest rate caps			684,451,791				1,632,751				1,632,751

			December 31, 2004
			Notional				Carrying				Estimated
			Amount				Amount				Fair Value
Investment securities available for sale			$	1,194,055,340			$	1,204,744,714			$	1,204,744,714
Mortgage loans held for investment				188,858,607				190,153,103				190,608,241
Mortgage loans held for sale				85,105,027				85,384,927				86,097,867
Commitments and contingencies:
	Interest rate lock commitments			156,110,472				37,867				37,867
	Forward loan sales contracts			97,080,482				(164,816	)			(164,816	)
	Interest rate swaps			670,000,000				3,228,457				3,228,457
	Interest rate caps			250,000,000				411,248				411,248

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	Credit Spread Exposure

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	Market (Fair Value) Risk

	Fair value estimates are made as of a specific point in time based on estimates using present value or other valuation techniques. These techniques involve uncertainties and are significantly affected by the assumptions used and the judgments made regarding risk characteristics of various financial instruments, discount rates, estimates of future cash flows, future expected loss experience and other factors.
	Changes in assumptions could significantly affect these estimates and the resulting fair values. Derived fair value estimates cannot be substantiated by comparison to independent markets and, in many cases, could not be realized in an immediate sale of the instrument. Also, because of differences in methodologies and assumptions used to estimate fair values, the fair values used by us should not be compared to those of other companies.
	The fair values of the Company’s residential mortgage-backed securities are generally based on market prices provided by five to seven dealers who make markets in these financial instruments. If the fair value of a security is not reasonably available from a dealer, management estimates the fair value based on characteristics of the security that the Company receives from the issuer and on available market information.
	The fair value of loans held for investment are determined by the loan pricing sheet which is based on internal management pricing and third party competitors in similar products and markets.
	The fair value of commitments to fund with agreed upon rates are estimated using the fees and rates currently charged to enter into similar agreements, taking into account the remaining terms of the agreements and the present creditworthiness of the counterparties. For fixed rate loan commitments, fair value also considers the difference between current market interest rates and the existing committed rates.

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	The fair value of commitments to deliver mortgages is estimated using current market prices for dealer or investor commitments relative to our existing positions.

Basis Point Increase

Base

+100

+200

Mortgage Portfolio

1.12  year

s

1.69  year

s

1.94  year

s

Borrowings (including hedges)

.59

.59

.59

Net Duration

.53 years

1.10  year

s

1.35  year

s

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	Liquidity and Funding Risk

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	Prepayment Risk

	Credit Risk

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	•	continuing to focus on originating prime residential mortgage loans through NYMC that we believe can be used to grow our portfolio or sold at a profit;
	•	expanding our retail mortgage banking business through hiring additional loan officers, the opening of new retail branch offices in new markets and selectively pursuing strategic acquisitions in the mortgage banking industry;
	•	leveraging our portfolio to increase its size with the intent to enhance our returns while at the same time managing the increased risk of loss associated with this leverage; and
	•	utilizing hedging strategies that we consider appropriate to minimize exposure to interest rate changes.

	•	our ability to use mortgage loans that we originate as the basis for our portfolio, which we believe will enable us to build a portfolio that generates a higher return than the returns realized by other mortgage investors that do not have their own origination capabilities;
	•	our extensive network of referral sources that generates recurring purchase loan originations;
	•	our ability to offer a broader range of mortgage loan products than most of our competitors, including fixed-rate, adjustable-rate and hybrid mortgage loans with varying total terms, which allows us to meet

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		the needs of a wider variety of customers as compared to those of our competitors that do not offer as many loan products;
	•	access to real time data and trends in the residential mortgage business from NYMC, our mortgage loan originator, that we believe will enable us to better manage our origination strategy and investment decisions and risks with respect to our portfolio; and
	•	a management team that includes experienced mortgage bankers, professionals with experience investing in and managing portfolios of residential mortgage loans and residential mortgage-backed securities and other professionals.

	•	Mortgage Portfolio Management — long-term investment in high-quality, adjustable-rate mortgage loans and residential mortgage-backed securities; and
	•	Mortgage Lending — mortgage loan originations as conducted by NYMC.

	Mortgage Portfolio Management

	•	Proceeds from large amounts of equity capital are immediately invested in acquired ARM securities in order to generate returns on the equity investment.
	•	Acquired ARM securities are replaced with high-quality, higher-yielding, lower cost ARM loans self-originated through NYMC retail channels and possibly supplemented by NYMC’s correspondent network.
	•	Our mortgage portfolio management operates with a long-term investment outlook.
	•	Short-term financing of ARM loans to be securitized is provided by secured warehouse and aggregation lines.
	•	Ultimate financing for ARM loans is provided by issuing asset-backed bonds for higher liquidity and more cost efficient financing provided by repurchase financing facilities.

	•	through self-origination, we avoid the intermediation costs associated with purchasing mortgage assets in the capital markets; and

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	•	the net interest income generated in the REIT generally will not be subject to tax, whereas, had we sold our loans in the capital markets through our TRS, we would have been subject to tax on the gain on sale of loans.

	•	Category I investments are mortgage-backed securities that are either rated within one of the two highest rating categories by at least one of the rating agencies, or have their repayment guaranteed by Fannie Mae, Freddie Mac, or Ginnie Mae.
	•	Category II investments are mortgage-backed securities with an investment grade rating of BBB/ Baa or better by at least one of the rating agencies.
	•	Category III investments are mortgage-backed securities that have no rating from, or are rated below investment grade by at least one of the rating agencies.

	•	1 month adjustable-rate (various total terms);
	•	6 month adjustable-rate (various total terms);
	•	1 year adjustable-rate (various total terms);
	•	2 year fixed-rate, adjustable-rate hybrid (various total terms);
	•	3 year fixed-rate, adjustable-rate hybrid (various total terms); and
	•	5 year fixed-rate, adjustable-rate hybrid (various total terms).

	•	no investment shall be made which would cause us to fail to qualify as a REIT;
	•	no investment shall be made which would cause us to be regulated as an investment company;
	•	at least 70% of our assets will be Category I investments or loans that back or will back such investments; and
	•	no more than 7.5% of our assets will be Category III investments.

	•	For our self-originated loan portfolio, we perform our own underwriting rather than rely on the underwriting of others.
	•	We attempt to closely match the duration of our assets with the duration of our liabilities and we strive to maintain a net duration, or duration gap, of one year or less on our ARM portfolio, related borrowings and hedging instruments.

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	•	We structure our liabilities to mitigate potential negative effects of changes in the relationship between short- and longer-term interest rates.
	•	We may purchase or structure credit enhancements to mitigate potential losses from borrower defaults.
	•	Substantially all of our securities are backed by ARM loans. Because we are focused on holding ARM loans rather than fixed-rate loans, we believe we will be less adversely affected by early repayments due to falling interest rates or a reduction in our net interest income due to rising interest rates.

	•	the purchase and sale of Fannie Mae, Freddie Mac or Ginnie Mae and private label mortgage-backed securities, subject to the limitations described above;
	•	securitizations of our mortgage loan portfolio;
	•	the purchase and sale of Fannie Mae, Freddie Mac or Ginnie Mae debt;
	•	the purchase and sale of U.S. Treasury securities;
	•	the purchase and sale of overnight investments;
	•	the purchase and sale of money market funds;
	•	hedging arrangements using:

	•	interest rate swaps and Eurodollar contracts;
	•	caps, floors and collars;
	•	financial futures; and
	•	options on any of the above; and

	•	the incurrence of indebtedness using:

	•	repurchase agreements;
	•	bank loans, up to an aggregate of $100 million; and
	•	term repurchase agreements

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	Mortgage Lending

	•	originates the high quality mortgage loans that we retain and ultimately collateralize as mortgage securities that we hold in our portfolio;
	•	allows us to be competitive by offering a broad range of residential mortgage loan products; and
	•	generates gain on sale income at the TRS with the ability to sell to third parties any fixed-rate and ARM loans that are not eligible for retention and investment in our portfolio.

	•	the ability to originate ARM assets at lower cost, so that the amount of premium (net cost over par) to be amortized will be reduced in the event of prepayment;
	•	generally higher yielding investments as our cost basis is lower; providing the ability to generate a higher return to shareholders and/or the ability to absorb the cost of additional interest rate hedges and thus reduce the inherent interest rate risk in our portfolio;
	•	greater control over the quality and types of ARM loans in our portfolio as we directly perform our own underwriting of such loans and can encourage our loan officers to focus on certain types of ARM products.

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				Number
				of Loans				Dollar Value				% of Total
Payment Stream
Fixed Rate
	FHA/ VA				462			$	59,947,149				8.91%
	Conventional Conforming				1,178				192,998,826				28.70%
	Conventional Jumbo				96				54,845,900				8.16%
		Total Fixed Rate			1,736			$	307,791,875				45.77%
ARMs
	FHA/VA				59			$	9,445,507				1.40%
	Conventional				1,313				355,302,234				52.83%
		Total ARMs			1,372				364,747,741				54.23%
Annual Total					3,108			$	672,539,616				100.00%
Loan Purpose
	Conventional				2,587			$	603,146,960				89.68%
	FHA/VA				521				69,392,656				10.32%
		Total			3,108			$	672,539,616				100.00%
Documentation Type
	Full Doc				2,021			$	420,778,645				62.57%
	Reduced Doc				207				67,974,238				10.10%
	Stated/Stated				156				39,464,030				5.87%
	No Doc				164				32,958,688				4.90%
	No Ratio				88				16,070,329				2.39%
	Other				472				95,293,686				14.17%
		Total			3,108			$	672,539,616				100.00%

				Number
				of Loans				Dollar Value				% of Total
Payment Stream
Fixed Rate
	FHA/VA				1,830			$	226,932,582				12.30	%
	Conventional Conforming				2,628				459,081,075				24.88	%
	Conventional Jumbo				345				192,735,635				10.44	%
		Total Fixed Rate			4,803			$	878,749,292				47.62	%

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				Number
				of Loans				Dollar Value				% of Total
ARMs
	FHA/VA				231			$	30,377,303				1.65	%
	Conventional				3,019				936,378,188				50.73	%
		Total ARMs			3,250				966,755,491				52.38	%
Annual Total					8,053			$	1,845,504,783				100.00	%
Loan Purpose
	Conventional				5,992			$	1,588,194,898				86.06	%
	FHA/VA				2,061				257,309,885				13.94	%
		Total			8,053			$	1,845,504,783				100.00	%
Documentation Type
	Full Doc				5,438			$	1,257,080,181				68.12	%
	Reduced Doc				621				170,501,077				9.24	%
	Stated/ Stated				428				117,244,311				6.35	%
	No Doc				449				91,193,970				4.94	%
	No Ratio				287				69,858,488				3.79	%
	Other				830				139,626,756				7.56	%
		Total			8,053			$	1,845,504,783				100.00	%

	Retail Loan Origination

	Wholesale Loan Origination

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	Correspondent Lending

	Underwriting

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	Our Loan Origination Financing Strategy

	Loan Servicing

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	Mortgage Lending

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	Mortgage Portfolio Management

	•	invest in assets generated primarily from our self-origination of high-quality, single-family, residential mortgage loans;
	•	invest in mortgage-backed securities originated by others, including ARM securities and CMO floaters;
	•	operate as a long-term portfolio investor;
	•	finance our portfolio by entering into repurchase agreements and as we aggregate mortgage loans for investment, entering into securitization transactions from time to time; and
	•	generate earnings from the return on our mortgage securities and spread income from the mortgage loan portfolio.

	Investment Securities-Available For Sale Characteristics

												% of
				Carrying Value				Sponsor or Rating				Portfolio
Credit
	Agency REMIC CMO Floating Rate			$	155,476,448				FNMA/FHLMC				14	%
	FHLMC Agency ARMs				132,617,778				FHLMC				12	%
	FNMA Agency ARMs				416,326,012				FNMA				37	%
	Private Label ARMs				408,569,557				AAA				37	%
		Total		$	1,112,989,795								100	%

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												Weighted
								% of				Average
				Carrying Value				Portfolio				Coupon
Interest Rate Repricing
	<6 Months			$	202,374,641				18	%			3.93
	<36 Months				634,811,548				57	%			4.32
	<60 Months				275,803,606				25	%			4.73
		Total		$	1,112,989,795				100	%			4.35

			Average				High				Low
General Loan Characteristics:
	Original Loan Balance		$	499,589			$	3,000,000			$	25,000
	Coupon Rate			4.75	%			7.75	%			2.50	%
	Gross Margin			2.38	%			4.38	%			1.13	%
	Lifetime Cap(1)			10.67	%			12.75	%			9.00	%
	Original Term (Months)			360				360				359
	Remaining Term (Months)			349				360				328

(1)	The lifetime cap is the maximum interest rate an adjustable-rate mortgage is limited to during its entire term.

				Percentage
Arm Loan Type
	Traditional ARMs(1)				7.2	%
	2/1 Hybrid ARMs				3.4	%
	3/1 Hybrid ARMs				61.3	%
	5/1 Hybrid ARMs				28.1	%
		Total			100.0	%
	Percent of ARM loans that are Interest Only				66.4	%

(1)	Includes one-year ARM loans and six and one month LIBOR ARM loans

				Percentage
Traditional ARMs — Periodic Caps
	None				68.8	%
	1%				28.9	%
	Over 1%				2.3	%
		Total			100.0	%

				Percentage
Hybrid ARMs — Initial Cap
	3.00% or less				60.2	%
	3.01%-4.00%				1.7	%
	4.01%-5.00%				8.8	%
	5.01%-6.00%				29.3	%
		Total			100.0	%

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				Percentage
FICO Scores
	650 or less				5.2	%
	651 to 700				20.0	%
	701 to 750				35.0	%
	751 to 800				37.4	%
	801 and over				2.4	%
		Total			100.0	%
		Average FICO Score			729

				Percentage
Loan to Value (LTV)
	50% or less				8.8	%
	50.01%-60.00%				10.2	%
	60.01%-70.00%				22.1	%
	70.01%-80.00%				58.9	%
		Total			100.0	%
		Average LTV			68.9	%

				Percentage
Property Type
	Single Family				58.2	%
	Condominium				17.2	%
	Cooperative				6.9	%
	Planned Unit Development				14.0	%
	Two to Four Family				3.7	%
		Total			100.0	%

				Percentage
Occupancy Status
	Primary				89.7	%
	Secondary				7.3	%
	Investor				3.0	%
		Total			100.0	%

				Percentage
Documentation Type
	Full				56.7	%
	Reduced				20.5	%
	Stated				20.0	%
	No Documentation				1.8	%
	No Ratio				1.0	%
		Total			100.0	%

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				Percentage
Loan Purpose
	Purchase				59.9	%
	Cash out refinance				21.3	%
	Rate & term refinance				18.8	%
		Total			100.0	%

				Percentage
Geographic Distribution: 5% or more in any one state
	CA				30.5	%
	NY				24.2	%
	MA				9.5	%
	NJ				5.3	%
	Other (less than 5% individually)				30.5	%
		Total			100.0	%

				Amount				Average Balance				Effective Rate
				(Dollars in millions)
Interest Income
	Investment securities and loans			$	13,852,396
	Mortgage loans held in the securitization trust				1,855,925
	Amortization of premium				(1,184,668	)
		Total interest income		$	14,523,653			$	1,447.9				4.01	%
Interest Expense
	Repurchase agreements			$	7,893,877			$	1,217.3				2.59	%
	Warehouse borrowings				1,144,168				146.3				3.13	%
	Interest rate swaps and caps				726,127								0.21	%
		Total interest expense		$	9,764,172			$	1,363.6				2.86	%
	Net Interest Income			$	4,759,481								1.15	%

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	Borrower — In evaluating the borrower’s ability and willingness to repay a loan, we review and analyze the following aspects of the borrower: credit score, income and its source, employment history, debt levels in revolving, installment and other mortgage loans, credit history and use of credit in the past, and finally the ability and/or willingness to provide verification for the above. Credit scores, credit history, use of credit in the past and information as to debt levels can be typically obtained from a third party credit report through a credit repository. Those sources are used in all cases, as available. In certain cases, borrowers have little or no credit history that can be tracked by one of the primary credit repositories. In these cases, the reason for the lack of history is considered and taken into account. In our experience, more than 95% of prospective borrowers have accessible credit histories.
	Property — In evaluating a potential property to be used as collateral for a mortgage loan, we consider all of the following aspects of the property: the loan balance versus the property value, or LTV, the property type, how the property will be occupied (a primary residence, second home or investment property), if the property’s apparent value is supported by recent sales of similar properties in the same or a nearby area, any unique characteristics of the property and our confidence in the above data and their sources.
	Other Considerations — Other considerations that impact our decision regarding a borrower’s loan application include the borrower’s purpose in requesting the loan (purchase of a home as opposed to cashing equity out of the home through a refinancing for example), the loan type (adjustable-rate, including adjustment periods and loan life rate caps, or fixed-rate), and any items unique to a loan that we believe could affect credit performance.

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	•	civil and criminal liability, including potential monetary penalties;
	•	loss of state licenses or permits required for continued lending and servicing operations;
	•	legal defenses causing delay or otherwise adversely affecting our ability to enforce loans, or giving the borrower the right to rescind or cancel the loan transaction;
	•	demands for indemnification or loan repurchases from purchasers of our loans;
	•	class action lawsuits; and
	•	administrative enforcement actions.

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Name		Age				Title
Steven B. Schnall			38			Chairman of the Board and Co-Chief Executive Officer
David A. Akre			47			Director and Co-Chief Executive Officer
Raymond A. Redlingshafer, Jr.			49			Director, President and Chief Investment Officer
David R. Bock			61			Director
Alan L. Hainey			59			Director
Steven G. Norcutt			45			Director
Mary Dwyer Pembroke			47			Director
Jerome F. Sherman			65			Director
Thomas W. White			67			Director
Michael I. Wirth			47			Chief Financial Officer, Executive Vice President, Secretary and Treasurer
Steven R. Mumma			46			Chief Operating Officer and Vice President
Joseph V. Fierro			45			Chief Operating Officer of NYMC

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	Our Board of Directors

	Board Committees

	•	serving as an independent and objective body to monitor and assess our compliance with legal and regulatory requirements, our financial reporting process and related internal contract systems and the performance generally of our internal audit function;
	•	overseeing the audit and other services of our outside auditors and being directly responsible for the appointment, independence, qualifications, compensation and oversight of our outside auditors, who will report directly to the audit committee;
	•	providing an open means of communication among our outside auditors, accountants, financial and senior management, our internal audit department, our corporate compliance department and our board of directors;
	•	resolving any disagreements between our management and our independent auditors regarding our financial reporting;
	•	meeting at least quarterly with our senior executives, internal audit staff and independent auditors; and
	•	preparing the audit committee report for inclusion in our annual proxy statements for our annual stockholder meeting.

	•	establishing guidelines and standards for determining the compensation of our executive officers;
	•	evaluating the performance of our senior executives;

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	•	reviewing our executive compensation policies;
	•	recommending to our board of directors compensation levels for our executive officers;
	•	administering and implementing our equity incentive plans;
	•	determining the number of shares underlying, and the terms of, restricted common stock, and stock options to be granted to our directors, executive officers and other employees pursuant to our equity incentive plans; and
	•	preparing a report on executive compensation for inclusion in our annual proxy statement for our annual stockholder meeting.

	•	establishing standards for service on our board of directors;
	•	identifying individuals qualified to become members of our board of directors and recommending director candidates for election or re-election to our board;
	•	considering and making recommendations to our board of directors regarding board size and composition, committee composition and structure and procedures affecting directors; and
	•	monitoring our corporate governance principles and practices, our human resource practices and our fulfillment of our obligations of fairness in internal and external matters.

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							Annual Compensation												Long-Term Compensation
																			Restricted				Securities
			Fiscal												Other Annual				Stock				Underlying				All Other
Name and Position			Year				Salary(1)				Bonus				Compensation				Awards(2)				Options (#)(3)				Compensation(4)
Steven B. Schnall				2004			$	390,000			$	195,000				—			$	713,520				123,550			$	19,016
	Chairman and Co-CEO			2003				221,250				—				—				—				—			$	16,275,447	(5)
David A. Akre				2004				390,000				195,000				—				955,830				—				11,403
	Co-CEO
Raymond A. Redlingshafer, Jr.				2004				390,000				195,000				—				955,830				—				2,432
	President and CIO
Michael I. Wirth				2004				320,000				160,000				—				744,300				—				12,544
	CFO
Steven R. Mumma				2004				212,000				150,000				—				295,970				—				5,944
	COO
Joseph V. Fierro				2004				315,000				157,000				—				305,800				52,950				—
	COO of NYMC			2003				221,250				—				—				—				—				4,253,025	(6)

(1)	Amounts for 2004 are annualized. The officers only received a pro rated portion of the amounts shown based on the number of days from the closing of our IPO through December 31, 2004.
(2)	Based on an initial public offering price of $9.00 per share.
(3)	These options to purchase shares of our common stock were granted upon completion of our IPO and are fully vested and have an exercise price equal to the initial public offering price of $9.00.
(4)	Under the employment agreements for these individuals, we will reimburse the premiums payable for life insurance policies in the amount of $3.0 million per person (the amount with respect to Mr. Mumma will be $1.5 million) and supplemental long-term disability insurance policies for these individuals during the terms of the agreements. Certain policies for Mr. Fierro and Mr. Redlingshafer are in the process of being determined, but we do not expect the premiums for these policies to exceed $20,000 per person.
(5)	Represents $4,842,897 in cash distributions paid and the issuance of a promissory note in the original principal amount of $12,132,550, which was subsequently reduced to $11,432,550. The note was repaid from the proceeds of our IPO.
(6)	Represents $1,978,673 in cash distributions paid and the issuance of a promissory note in the original principal amount of $2,574,352, which was subsequently reduced to $2,274,352. The note was repaid from the proceeds of our IPO.

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		Initial Award of
		Restricted				March 2005 Award of
Name		Stock				Restricted Stock
Executive Officers
Steven B. Schnall			71,352				—
David A. Akre			95,583				—
Raymond A. Redlingshafer, Jr.			95,583				—
Michael I. Wirth			74,430				—
Steven R. Mumma			29,597				—
Joseph V. Fierro			30,580				—
Directors
David R. Bock			2,500				2,500
Alan L. Hainey			2,500				2,500
Steven G. Norcutt			2,500				2,500
Mary Dwyer Pembroke			2,500				2,500
Jerome F. Sherman			2,500				2,500
Thomas W. White			2,500				2,500

		Individual Grants
						Percent of												Potential Realizable Value
		Number of				Total												at Assumed Annual Rates
		Securities				Options				Exercise								of Stock Price Appreciation
		Underlying				Granted to				Price								for Option Term
		Options				Employees in				per				Expiration
Name of Grantee		Granted(1)				2004				Share				Date(2)				5%				10%
Steven B. Schnall			123,550				22.2	%		$	9.00				June 29, 2014			$	613,049			$	1,509,970
David A. Akre			—				—				—				—				—				—
Raymond A. Redlingshafer, Jr.			—				—				—				—				—				—
Michael I. Wirth			—				—				—				—				—				—
Steven R. Mumma			—				—				—				—				—				—
Joseph V. Fierro			52,950				9.5	%		$	9.00				June 29, 2014			$	262,735			$	647,130

(1)	All options became fully vested on June 29, 2004.
(2)	Ten years from date of grant.

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										Number of Securities
										Underlying								Value of Unexercised
										Unexercised Options at								In-the-Money Options at
		Shares								December 31, 2004								December 31, 2004(1)
		Acquired				Value
Name		on Exercise				Realized				Exercisable				Unexercisable				Exercisable				Unexercisable
Steven B. Schnall			—			$	—				123,550				—			$	271,810				—
David A. Akre			—				—				—				—				—				—
Raymond A.
Redlingshafer, Jr.			—				—				—				—				—				—
Michael I. Wirth			—				—				—				—				—				—
Steven R. Mumma			—				—				—				—				—				—
Joseph V. Fierro			—				—				52,950				—				116,490				—

(1)	Market value of underlying securities on December 31, 2004, less the exercise price. Market value is based on the closing price of our common stock on the NYSE on December 31, 2004 of $11.20 per share.

	•	committing fraud or misappropriating, stealing or embezzling funds or property from us or our affiliates, or attempting to secure personally any profit in connection with any transaction entered into or on our behalf or on behalf of our affiliates;

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	•	knowingly violating or breaching any material law or regulation to the material detriment of us or our affiliates;
	•	conviction of, or the entry of a plea of guilty or nolo contendere to, a felony which in the reasonable opinion of the board of directors brings the executive into disrepute or is likely to cause material harm to our business, customer or suppliers relations, financial condition or prospects;
	•	a willful failure by the executive to perform his material duties under the employment agreement that continues for a period of 30 days after written notice to the executive; or
	•	the breach of any non-competition, non-disclosure or non-solicitation agreement between the executive and us that causes or is reasonably likely to cause material harm to us.

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	•	if a person or entity, acting alone or as part of a “group” within the meaning of Section 13(d) of the Securities Exchange Act of 1934, as amended, acquires more than 50% of our then outstanding voting securities;
	•	if the holders of our outstanding voting securities approve the transfer of all or substantially all of our total assets on a consolidated basis;
	•	if the holders of our outstanding voting securities approve a transaction pursuant to which we will undergo a merger, consolidation, or statutory share exchange (unless the holders of our voting shares immediately prior to the transaction have at least 50% of the combined voting power of the securities in the surviving entity resulting from the transaction or its parent);
	•	if the holders of our outstanding voting securities approve a plan of complete liquidation or upon the liquidation, dissolution, sale or disposition of all or substantially all of our assets;
	•	if a majority of the members of our board of directors votes in favor of a resolution stating that a change in control of us has occurred; or
	•	if our continuing directors cease for any reason to constitute a majority of the members of our board of directors.

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	2005 Stock Incentive Plan

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	•	total stockholder return;
	•	total stockholder return as compared to total return (on a comparable basis) of a publicly available index such as, but not limited to, the Standard & Poor’s 500 Stock Index;
	•	net income;
	•	pretax earnings;
	•	funds from operations;
	•	earnings before interest expense and taxes;
	•	earnings before interest, taxes, depreciation and amortization;

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	•	operating margin;
	•	earnings per share;
	•	return on equity;
	•	return on capital;
	•	return on assets;
	•	return on investment;
	•	operating earnings;
	•	working capital;
	•	ratio of debt to stockholders’ equity; and
	•	revenue.

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	•	actual receipt of an improper benefit or profit in money, property or services; or
	•	a final judgment based upon a finding of active and deliberate dishonesty by the director or officer that was material to the cause of action adjudicated.

	•	the act or omission of the director or officer was material to the matter giving rise to the proceeding and (i) was committed in bad faith or (ii) was the result of active and deliberate dishonesty;
	•	the director or officer actually received an improper personal benefit of money, property or services; or
	•	in the case of a criminal proceeding, the director or officer had reasonable cause to believe that the act or omission was unlawful.

	•	a written affirmation by the director or officer of his or her good faith belief that he or she has met the standard of conduct necessary for indemnification; and
	•	a written undertaking by him or her, or on his or her behalf, to repay the amount paid or reimbursed by us if it is ultimately determined that the standard of conduct is not met.

	•	there has been a adjudication on the merits in favor of the director or officer on each count involving alleged securities law violations;
	•	all claims against the director or officer have been dismissed with prejudice on the merits by a court of competent jurisdiction; or
	•	a court of competent jurisdiction approves a settlement of the claims against the director or officer and finds that indemnification with respect to the settlement and the related costs should be allowed after being advised of the position of the Securities and Exchange Commission and of the published position of any state securities regulatory authority in which the securities were offered as to indemnification for violations of securities laws.

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		Number of Shares
		of Common Stock
Beneficial Owners		Beneficially Owned(1)				Percent of Class
Steven B. Schnall(2)			2,226,627				12.4	%
Joseph V. Fierro(3)			954,326				5.3	%
David A. Akre(4)			95,683				*
Raymond A. Redlingshafer, Jr.(5)			95,683				*
Michael I. Wirth(6)			74,530				*
Steven R. Mumma(7)			33,447				*
Jerome F. Sherman(8)			7,500				*
David R. Bock(8)			2,500				*
Alan L. Hainey(8)			2,500				*
Steven G. Norcutt(8)			5,000				*
Mary Dwyer Pembroke(8)			4,900				*
Thomas W. White(8)			3,000				*
All directors and executive officers as a group (12 persons)			3,505,696				19.70	%

*	Less than 1%.

(1)	All shares not outstanding but which may be acquired by the stockholder within 60 days by the exercise of any stock option or any other right are deemed to be outstanding for the purposes of calculating beneficial ownership and computing the percentage of the class beneficially owned by the stockholder, but not by any other stockholder.
(2)	Includes 1,855,000 shares issued to Mr. Schnall and his affiliate in connection with our acquisition of the outstanding membership interests in NYMC. Includes 71,352 shares of restricted stock granted to Mr. Schnall upon completion of our IPO. Includes 123,550 fully vested stock options granted to Mr. Schnall upon completion of our IPO with an exercise price equal to our IPO price of $9.00. Includes 36,624 shares of our common stock held in escrow to satisfy any indemnification claims we may have against the contributors of the NYMC membership interests under the contribution agreement during the escrow period for losses we incur as a result of defaults on any residential mortgage loans originated by NYMC and closed prior to June 29, 2004. The escrow period for these shares will run through December 31, 2005 or the date upon which all indemnification claims have been satisfied, whichever occurs first. Includes 140,000 shares of our common stock purchased by Mr. Schnall in our IPO through a directed share program.
(3)	Includes 795,000 shares issued to Mr. Fierro and his affiliate in connection with our acquisition of the outstanding membership interests in NYMC. Includes 30,580 shares of restricted stock granted to Mr. Fierro upon completion of our IPO. Includes 52,950 fully vested stock options granted to Mr. Fierro upon completion of our IPO having an exercise price equal to our IPO price of $9.00. Includes 15,696 shares of our common stock held in escrow to satisfy any indemnification claims we may have against the contributors of the NYMC membership interests under the contribution agreement during the escrow period for losses we incur as a result of defaults on any residential mortgage loans originated by NYMC and closed prior to June 29, 2004. The escrow period for these shares will run through

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	December 31, 2005 or the date upon which all indemnification claims have been satisfied, whichever occurs first. Includes 60,000 shares of our common stock purchased by Mr. Fierro in our IPO through a directed share program.

(4)	Includes 95,583 shares of restricted stock granted to Mr. Akre upon completion of our IPO.
(5)	Includes 95,583 shares of restricted stock granted to Mr. Redlingshafer upon completion of our IPO.
(6)	Includes 74,430 shares of restricted stock granted to Mr. Wirth upon completion of our IPO.
(7)	Includes 29,597 shares of restricted stock granted to Mr. Mumma upon completion of our IPO.
(8)	Includes 2,500 shares of restricted stock granted to each of Mr. Bock, Mr. Hainey, Mr. Norcutt, Ms. Pembroke, Mr. Sherman and Mr. White, respectively, upon completion of our IPO.

			Amount and Nature of
Name and Address of Beneficial Owner			Beneficial Ownership				Percent of Class
Franklin Mutual Advisors LLC(1)				2,129,850				11.7	%
	51 John F. Kennedy Parkway
	Short Hills, NY 07078
Eubel Brady & Suttman Asset Management, Inc.(2)				1,478,370				7.9	%
	7777 Washington Village Drive
	Suite 210
	Dayton, OH 45459
FMR Corp.(3)				1,410,300				7.8	%
	82 Devonshire Street
	Boston, MA 02109
DePrince, Pace & Zollo, Inc.(4)				1,394,500				7.7	%
	201 S. Orange Ave., Suite 850
	Orlando, FL 32801
Friedman, Billings, Ramsey Group, Inc.(5)				1,392,300				7.7	%
	1001 19th Street North, 18th Floor,
	Arlington, VA 22209
NWQ Investment Management Company, LLC(6)				1,089,952				6.0	%
	2049 Century Park East, 4th Floor
	Los Angeles, CA 90067

(1)	Information based on a Schedule 13G filed with the Securities and Exchange Commission on February 14, 2005 by Franklin Mutual Advisors, LLC. The Schedule 13G/ A indicates that the reporting entity is an investment adviser with sole voting power over 2,129,850 shares of our common stock and sole dispositive power over 2,129,850 shares of our common stock.
(2)	Information based on a Schedule 13G filed with the SEC on February 14, 2005 by Eubel Brady & Suttman Asset Management, Inc. The Schedule 13G indicates that the reporting entity is an investment advisor with shared voting power over 1,478,370 shares of our common stock and shared dispositive power over 1,478,370 shares of our common stock.
(3)	Information based on a Schedule 13G filed with the SEC on February 14, 2005, by FMR Corp. The Schedule 13G indicates that the reporting entity is a parent holding company with sole power to dispose or to direct the disposition of 1,410,300 shares of our common stock.
(4)	Information based on a Schedule 13G filed with the Securities and Exchange Commission on January 10, 2005 by DePrince, Race & Zollo, Inc. The Schedule 13G indicates that the reporting entity has sole voting power over 1,394,500 shares of our common stock and sole dispositive power over 1,394,500 shares of our common stock.

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(5)	Shares held by various investment funds over which Friedman, Billings, Ramsey Group, Inc., the parent company of Friedman, Billings, Ramsey & Co., Inc., exercises shares investment and voting power through wholly-owned indirect subsidiaries.
(6)	Information based on a Schedule 13G/ A filed with the Securities and Exchange Commission on February 14, 2005 by NWQ Investment Management Company, LLC. The Schedule 13G/ A indicates that the reporting entity has sole voting power over 965,850 shares of our common stock and sole dispositive power over 1,089,952 shares of our common stock.

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	•	1% of our then outstanding common stock, or approximately 237,974 shares following the completion of this offering and our acquisition of NYMC; or
	•	the average weekly trading volume of our common stock of the New York Stock Exchange during the four calendar weeks preceding the date on which notice of the sale is filed with the Securities and Exchange Commission.

	•	persons other than affiliates, in ordinary brokerage transactions; and
	•	affiliates under Rule 144 without compliance with the one-year holding requirement.

	•	no shares of common stock will be eligible for resale without restriction under Rule 144(k) other than the shares sold in this offering to non-affiliates;
	•	upon the expiration of the lock-up agreements 90 days after this offering, no additional shares of common stock will become eligible for sale under Rule 144.

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	•	rescind as void any vote cast by a prohibited owner prior to our discovery that such shares have been transferred to the trustee; and
	•	recast such vote in accordance with the desires of the trustee acting for the benefit of the trust’s beneficiary.

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	•	the price paid by the prohibited owner for the shares or, if the prohibited owner did not give value for the shares in connection with the event causing the shares to be held in the charitable trust (for example, in the case of a gift or devise), the market price of the shares on the day of the event causing the shares to be held in the charitable trust; and
	•	the price per share received by the trustee from the sale or other disposition of the shares held in the charitable trust (less any commission and other expenses of a sale).

	•	such shares will be deemed to have been sold on behalf of the charitable trust; and
	•	to the extent that the prohibited owner received an amount for such shares that exceeds the amount that the prohibited owner was entitled to receive as described above, the excess must be paid to the trustee upon demand.

	•	the price per share in the transaction that resulted in such transfer to the charitable trust (or, in the case of a gift or devise, the market price at the time of the gift or devise); and
	•	the market price on the date we, or our designee, accept such offer.

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	•	any person or entity who beneficially owns 10% or more of the voting power of our stock; or
	•	an affiliate or associate of ours who, at any time within the two year period prior to the date in question, was the beneficial owner of 10% or more of the voting power of our then outstanding voting stock.

	•	80% of the votes entitled to be cast by holders of our then outstanding shares of voting stock; and

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	•	two-thirds of the votes entitled to be cast by holders of our voting stock other than stock held by the interested stockholder with whom or with whose affiliate the business combination is to be effected or stock held by an affiliate or associate of the interested stockholder.

	•	one-tenth or more but less than one-third;
	•	one-third or more but less than a majority; or
	•	a majority or more of all voting power.

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	•	actual receipt of an improper benefit or profit in money, property or services; or
	•	a final judgment based upon a finding of active and deliberate dishonesty by the director or officer that was material to the cause of action adjudicated.

	•	the act or omission of the director or officer was material to the matter giving rise to the proceeding and (i) was committed in bad faith or (ii) was the result of active and deliberate dishonesty;
	•	the director or officer actually received an improper personal benefit of money, property or services; or
	•	in the case of a criminal proceeding, the director or officer had reasonable cause to believe that the act or omission was unlawful.

	•	a written affirmation by the director or officer of his or her good faith belief that he or she has met the standard of conduct necessary for indemnification; and
	•	a written undertaking by him or her, or on his or her behalf, to repay the amount paid or reimbursed by us if it is ultimately determined that the standard of conduct is not met.

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	•	pursuant to our notice of the meeting;
	•	by or at the direction of our board of directors; or
	•	by a stockholder who was a stockholder of record both at the time of the giving of notice by the stockholder and at the time of the meeting, who is entitled to vote at the meeting and has complied with the advance notice procedures set forth in our bylaws.

	•	pursuant to our notice of the meeting;
	•	by our board of directors; or
	•	provided that our board of directors has determined that directors shall be elected at such meeting, by a stockholder who was a stockholder of record both at the time of the provision of notice and at the time of the meeting who is entitled to vote at the meeting and has complied with the advance notice provisions set forth in our bylaws.

	•	a classified board of directors, meaning that the directors may be divided into up to three classes with only one class standing for election in any year,
	•	a director may be removed only by a two-thirds vote of the stockholders,
	•	a requirement that the number of directors be fixed only by vote of the directors,
	•	a requirement that a vacancy on the board of directors be filled only by the remaining directors and for the new director to serve the remainder of the full term of the class of directors in which the vacancy occurred, and
	•	a requirement that stockholder-called special meetings of stockholders may only be called by stockholders holding a majority of the outstanding stock.

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	•	We will pay federal income tax on taxable income, including net capital gain, that we do not distribute to stockholders during, or within a specified time period after, the calendar year in which the income is earned.
	•	We may be subject to the “alternative minimum tax” on any items of tax preference that we do not distribute or allocate to stockholders.
	•	We will pay income tax at the highest corporate rate on:

	•	net income from the sale or other disposition of property acquired through foreclosure, or foreclosure property, that we hold primarily for sale to customers in the ordinary course of business, and
	•	other non-qualifying income from foreclosure property.

	•	We will pay a 100% tax on net income earned by the REIT from sales or other dispositions of property, other than foreclosure property, that we hold primarily for sale to customers in the ordinary course of business.
	•	If we fail to satisfy the 75% gross income test or the 95% gross income test, as described below under “— Requirements for Qualification — Gross Income Tests,” and nonetheless continue to qualify as a REIT because we meet other requirements, we will pay a 100% tax on:

	•	the greater of (i) the amount by which we fail the 75% gross income test or (ii) the amount by which 90% (or 95% beginning with our 2005 taxable year) of our gross income exceeds the amount of our income qualifying under the 95% gross income test, multiplied by
	•	a fraction intended to reflect our profitability.

	•	In the event of a more than de minimis failure of any of the asset tests occurring in a taxable year after our 2004 taxable year, as described below under “Requirement for Qualification—Asset Tests,” as long as the failure was due to reasonable cause and not to willful neglect, we file a description of the assets that caused such failure with the IRS, and we dispose of the assets or otherwise comply with the asset tests within six months after the last day of the quarter in which we identify such failure, we will pay a tax equal to the greater of $50,000 or 35% of the net income from the nonqualifying assets during the period in which we failed to satisfy any of the asset tests.
	•	In the event of a failure to satisfy one or more requirements for REIT qualification occurring in a taxable year after our 2004 taxable year, other than the gross income tests and the asset tests, as long as such failure was due to reasonable cause and not to willful neglect, we will be required to pay a penalty of $50,000 for each such failure.
	•	If we fail to distribute during a calendar year at least the sum of:

	•	85% of our REIT ordinary income for the year,
	•	95% of our REIT capital gain net income for the year, and
	•	any undistributed taxable income from earlier periods,

	we will pay a 4% nondeductible excise tax on the excess of the required distribution over the amount we actually distributed.

	•	We may elect to retain and pay income tax on our net long-term capital gain. In that case, a U.S. stockholder would be taxed on its proportionate share of our undistributed long-term capital gain (to the extent that we make a timely designation of such gain to the stockholder) and would receive a credit or refund for its proportionate share of the tax we paid.
	•	We will be subject to a 100% excise tax on transactions between us and a taxable REIT subsidiary that are not conducted on an arm’s-length basis.

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	•	If we acquire any asset from a C corporation, or a corporation that generally is subject to full corporate-level tax, in a merger or other transaction in which we acquire a basis in the asset that is determined by reference either to the C corporation’s basis in the asset or to another asset, we will pay tax at the highest regular corporate rate applicable if we recognize gain on the sale or disposition of the asset during the 10-year period after we acquire the asset. The amount of gain on which we will pay tax is the lesser of:

	•	the amount of gain that we recognize at the time of the sale or disposition, and
	•	the amount of gain that we would have recognized if we had sold the asset at the time we acquired it.

	•	If we own a residual interest in a REMIC, we will be taxable at the highest corporate rate on the portion of any excess inclusion income that we derive from the REMIC residual interests equal to the percentage of our stock that is held by “disqualified organizations.” Although the law is unclear, similar rules may apply if we own an equity interest in a taxable mortgage pool. To the extent that we own a REMIC residual interest or a taxable mortgage pool through a taxable REIT subsidiary, we will not be subject to this tax. For a discussion of “excess inclusion income,” see “Requirements for Qualification — Taxable Mortgage Pools.” A “disqualified organization” includes:

	•	the United States;
	•	any state or political subdivision of the United States;
	•	any foreign government;
	•	any international organization;
	•	any agency or instrumentality of any of the foregoing;
	•	any other tax-exempt organization, other than a farmer’s cooperative described in section 521 of the Code, that is exempt both from income taxation and from taxation under the unrelated business taxable income provisions of the Code; and
	•	any rural electrical or telephone cooperative.

	Organizational Requirements

	(1) It is managed by one or more trustees or directors.
	(2) Its beneficial ownership is evidenced by transferable shares, or by transferable certificates of beneficial interest.
	(3) It would be taxable as a domestic corporation, but for the REIT provisions of the federal income tax laws.
	(4) It is neither a financial institution nor an insurance company subject to special provisions of the federal income tax laws.
	(5) At least 100 persons are beneficial owners of its shares or ownership certificates.
	(6) Not more than 50% in value of its outstanding shares or ownership certificates is owned, directly or indirectly, by five or fewer individuals, which the federal income tax laws define to include certain entities, during the last half of any taxable year.
	(7) It elects to be a REIT, or has made such election for a previous taxable year, and satisfies all relevant filing and other administrative requirements established by the IRS that must be met to elect and maintain REIT status.
	(8) It meets certain other qualification tests, described below, regarding the nature of its income and assets.

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	•	substantially all of its assets consist of debt obligations or interests in debt obligations;
	•	more than 50% of those debt obligations are real estate mortgage loans or interests in real estate mortgage loans as of specified testing dates;
	•	the entity has issued debt obligations that have two or more maturities; and
	•	the payments required to be made by the entity on its debt obligations “bear a relationship” to the payments to be received by the entity on the debt obligations that it holds as assets.

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	Gross Income Tests

	•	rents from real property;
	•	interest on debt secured by a mortgage on real property, or on interests in real property;
	•	dividends or other distributions on, and gain from the sale of, shares in other REITs;
	•	gain from the sale of real estate assets;
	•	amounts, such as commitment fees, received in consideration for entering into an agreement to make a loan secured by real property, unless such amounts are determined by income and profits;
	•	income derived from a REMIC in proportion to the real estate assets held by the REMIC, unless at least 95% of the REMIC’s assets are real estate assets, in which case all of the income derived from the REMIC; and
	•	income derived from the temporary investment of new capital that is attributable to the issuance of our stock or a public offering of our debt with a maturity date of at least five years and that we receive during the one-year period beginning on the date on which we received such new capital.

	•	an amount that is based on a fixed percentage or percentages of receipts or sales; and
	•	an amount that is based on the income or profits of a debtor, as long as the debtor derives substantially all of its income from the real property securing the debt from leasing substantially all of its interest in the property, and only to the extent that the amounts received by the debtor would be qualifying “rents from real property” if received directly by a REIT.

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	•	First, the amount of rent must not be based in whole or in part on the income or profits of any person. However, an amount received or accrued generally will not be excluded from rents from real property solely by reason of being based on fixed percentages of receipts or sales.
	•	Second, rents we receive from a “related party tenant” will not qualify as rents from real property in satisfying the gross income tests unless the tenant is a TRS, at least 90% of the property is leased to unrelated tenants and the rent paid by the TRS is substantially comparable to the rent paid by the unrelated tenants for comparable space and the rent is not attributable to a modification of a lease with a controlled TRS (i.e., a TRS in which we own directly or indirectly more than 50% of the voting power or value of the stock). A tenant is a related party tenant if the REIT, or an actual or constructive owner of 10% or more of the REIT, actually or constructively owns 10% or more of the tenant.
	•	Third, if rent attributable to personal property, leased in connection with a lease of real property, is greater than 15% of the total rent received under the lease, then the portion of rent attributable to the personal property will not qualify as rents from real property.

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	•	Fourth, we generally must not operate or manage our real property or furnish or render services to our tenants, other than through an “independent contractor” who is adequately compensated and from whom we do not derive revenue. However, we may provide services directly to tenants if the services are “usually or customarily rendered” in connection with the rental of space for occupancy only and are not considered to be provided for the tenants’ convenience. In addition, we may provide a minimal amount of “non-customary” services to the tenants of a property, other than through an independent contractor, as long as our income from the services does not exceed 1% of our income from the related property. Furthermore, we may own up to 100% of the stock of a TRS, which may provide customary and non-customary services to tenants without tainting its rental income from the related properties.

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	•	that is acquired by a REIT as the result of the REIT having bid on such property at foreclosure, or having otherwise reduced such property to ownership or possession by agreement or process of law, after there was a default or default was imminent on a lease of such property or on indebtedness that such property secured;
	•	for which the related loan or lease was acquired by the REIT at a time when the default was not imminent or anticipated; and
	•	for which the REIT makes a proper election to treat the property as foreclosure property.

	•	on which a lease is entered into for the property that, by its terms, will give rise to income that does not qualify for purposes of the 75% gross income test, or any amount is received or accrued, directly or indirectly, pursuant to a lease entered into on or after such day that will give rise to income that does not qualify for purposes of the 75% gross income test;
	•	on which any construction takes place on the property, other than completion of a building or any other improvement, where more than 10% of the construction was completed before default became imminent; or
	•	which is more than 90 days after the day on which the REIT acquired the property and the property is used in a trade or business which is conducted by the REIT, other than through an independent contractor from whom the REIT itself does not derive or receive any income.

	•	our failure to meet such tests is due to reasonable cause and not due to willful neglect;
	•	we attach a schedule of the sources of our income to our tax return; and
	•	any incorrect information on the schedule was not due to fraud with intent to evade tax.

	•	our failure to meet those tests is due to reasonable cause and not to willful neglect, and
	•	following such failure for any taxable year, a schedule of the sources of our income is filed with the IRS.

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	Asset Tests

	•	cash or cash items, including certain receivables;
	•	government securities;
	•	interests in real property, including leaseholds and options to acquire real property and leaseholds;
	•	interests in mortgage loans secured by real property;
	•	stock in other REITs;
	•	investments in stock or debt instruments during the one-year period following our receipt of new capital that we raise through equity offerings or public offerings of debt with at least a five-year term; and
	•	regular or residual interests in a REMIC. However, if less than 95% of the assets of a REMIC consists of assets that are qualifying real estate-related assets under the federal income tax laws, determined as if we held such assets, we will be treated as holding directly our proportionate share of the assets of such REMIC.

	•	“Straight debt” securities, which is defined as a written unconditional promise to pay on demand or on a specified date a sum certain in money if (i) the debt is not convertible, directly or indirectly, into stock, and (ii) the interest rate and interest payment dates are not contingent on profits, the borrower’s discretion, or similar factors. “Straight debt” securities do not include any securities issued by a partnership or a corporation in which we or any controlled TRS (i.e., a TRS in which we own directly or indirectly more than 50% of the voting power or value of the stock) hold non-“straight debt” securities that have an aggregate value of more than 1% of the issuer’s outstanding securities. However, “straight debt” securities include debt subject to the following contingencies:

	•	a contingency relating to the time of payment of interest or principal, as long as either (i) there is no change to the effective yield of the debt obligation, other than a change to the annual yield that does not exceed the greater of 0.25% or 5% of the annual yield, or (ii) neither the aggregate issue price nor the aggregate face amount of the issuer’s debt obligations held by us exceeds $1 million and no more than 12 months of unaccrued interest on the debt obligations can be required to be prepaid; and
	•	a contingency relating to the time or amount of payment upon a default or prepayment of a debt obligation, as long as the contingency is consistent with customary commercial practice.

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	•	Any loan to an individual or an estate.
	•	Any “section 467 rental agreement,” other than an agreement with a related party tenant.
	•	Any obligation to pay “rents from real property.”
	•	Certain securities issued by governmental entities.
	•	Any security issued by a REIT.
	•	Any debt instrument of an entity treated as a partnership for federal income tax purposes to the extent of our interest as a partner in the partnership.
	•	Any debt instrument of an entity treated as a partnership for federal income tax purposes not described in the preceding bullet points if at least 75% of the partnership’s gross income, excluding income from prohibited transactions, is qualifying income for purposes of the 75% gross income test described above in “—Requirements for Qualification—Gross Income Tests.”

	•	we satisfied the asset tests at the end of the preceding calendar quarter; and
	•	the discrepancy between the value of our assets and the asset test requirements arose from changes in the market values of our assets and was not wholly or partly caused by the acquisition of one or more non-qualifying assets.

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	Distribution Requirements

	•	the sum of

	•	90% of our “REIT taxable income,” computed without regard to the dividends paid deduction and our net capital gain or loss, and
	•	90% of our after-tax net income, if any, from foreclosure property, minus

	•	the sum of certain items of non-cash income.

	•	85% of our REIT ordinary income for such year,
	•	95% of our REIT capital gain income for such year, and
	•	any undistributed taxable income from prior periods,

	•	Because we may deduct capital losses only to the extent of our capital gains, we may have taxable income that exceeds our economic income.
	•	We will recognize taxable income in advance of the related cash flow if any of our mortgage loans or mortgage-backed securities are deemed to have original issue discount. We generally must accrue original issue discount based on a constant yield method that takes into account projected prepayments but that defers taking into account credit losses until they are actually incurred.
	•	We may recognize taxable market discount income when we receive the proceeds from the disposition of, or principal payments on, loans that have a stated redemption price at maturity that is greater than

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		our tax basis in those loans, although such proceeds often will be used to make non-deductible principal payments on related borrowings.
	•	We may recognize taxable income without receiving a corresponding cash distribution if we foreclose on or make a significant modification to a loan, to the extent that the fair market value of the underlying property or the principal amount of the modified loan, as applicable, exceeds our basis in the original loan.
	•	We may recognize phantom taxable income from any residual interests in REMICs or retained ownership interests in mortgage loans subject to collateralized mortgage obligation debt.

	Recordkeeping Requirements

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	•	a citizen or resident of the United States;
	•	a corporation or partnership (including an entity treated as a corporation or partnership for U.S. federal income tax purposes) created or organized under the laws of the United States, any of its states or the District of Columbia;
	•	an estate whose income is subject to U.S. federal income taxation regardless of its source; or
	•	any trust if (i) a U.S. court is able to exercise primary supervision over the administration of such trust and one or more U.S. persons have the authority to control all substantial decisions of the trust or (ii) it has a valid election in place to be treated as a U.S. person.

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	•	is a corporation or comes within certain other exempt categories and, when required, demonstrates this fact; or
	•	provides a taxpayer identification number, certifies as to no loss of exemption from backup withholding, and otherwise complies with the applicable requirements of the backup withholding rules.

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	•	the percentage of our dividends that the tax-exempt trust must treat as UBTI is at least 5%;
	•	we qualify as a REIT by reason of the modification of the rule requiring that no more than 50% of our stock be owned by five or fewer individuals that allows the beneficiaries of the pension trust to be treated as holding our stock in proportion to their actuarial interests in the pension trust; and
	•	either

	•	one pension trust owns more than 25% of the value of our stock; or
	•	a group of pension trusts individually holding more than 10% of the value of our stock collectively owns more than 50% of the value of our stock.

	•	a lower treaty rate applies and the non-U.S. stockholder files an IRS Form W-8BEN evidencing eligibility for that reduced rate with us, or
	•	the non-U.S. stockholder files an IRS Form W-8ECI with us claiming that the distribution is effectively connected income.

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	•	the gain is effectively connected with the non-U.S. stockholder’s U.S. trade or business, in which case the non-U.S. stockholder will be subject to the same treatment as U.S. stockholders with respect to such gain, or
	•	the non-U.S. stockholder is a nonresident alien individual who was present in the U.S. for 183 days or more during the taxable year and has a “tax home” in the United States, in which case the non-U.S. stockholder will incur a 30% tax on his or her capital gains.

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Underwriters		Number of Shares
Friedman, Billings, Ramsey & Co., Inc.
J.P. Morgan Securities Inc.
Total			6,000,000

	•	receipt and acceptance of our common stock by the underwriters; and
	•	the underwriters’ right to reject orders in whole or in part.

			No Exercise				Full Exercise
Per share			$				$
	Total		$				$

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	•	stabilizing transactions;
	•	short sales;
	•	syndicate covering transactions;
	•	imposition of penalty bids; and
	•	purchases to cover positions created by short sales.

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			Page
New York Mortgage Trust, Inc.:
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM				F-2
FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED MARCH 31, 2005 (UNAUDITED) AND 2004 (UNAUDITED) AND THE YEARS ENDED DECEMBER 31, 2004, 2003 AND 2002
	Consolidated Balance Sheets			F-3
	Consolidated Statements of Income			F-4
	Statements of Stockholders’/Members’ Equity (Deficit)			F-5
	Consolidated Statements of Cash Flows			F-6
	Notes to Consolidated Financial Statements			F-8

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	/s/ Deloitte & Touche LLP

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				March 31,				December 31,				December 31,
				2005				2004				2003
				(Unaudited)
ASSETS
Cash and cash equivalents				$	6,906,403			$	7,613,106			$	4,047,260
Restricted cash					415,335				2,341,712				217,330
Investment securities — available for sale					1,112,989,795				1,204,744,714				—
Due from loan purchasers					91,340,070				79,904,315				58,862,433
Escrow deposits — pending loan closings					22,441,628				16,235,638				—
Accounts and accrued interest receivable					13,046,687				15,554,201				2,707,517
Marketable securities — available for sale					—				—				3,588,562
Mortgage loans held for sale					99,554,363				85,384,927				36,169,307
Mortgage loans held in the securitization trust					417,383,398				—				—
Mortgage loans held for investment					68,462,832				190,153,103				—
Prepaid and other assets					8,063,281				4,351,869				2,140,907
Derivative assets					10,796,803				3,677,572				316,435
Property and equipment, net					4,984,767				4,801,302				2,031,697
		TOTAL ASSETS		$	1,856,385,362			$	1,614,762,459			$	110,081,448
LIABILITIES AND STOCKHOLDERS’/MEMBERS’ EQUITY (DEFICIT)
LIABILITIES:
	Financing arrangements, portfolio investments			$	1,423,641,000			$	1,115,809,285			$	—
	Financing arrangements, loans held for sale/for investment				271,664,999				359,202,980				90,425,133
	Due to loan purchasers				415,235				350,884				753,720
	Accounts payable and accrued expenses				19,790,050				19,485,241				4,277,241
	Subordinated notes due to members				—				—				14,706,902
	Subordinated debentures				25,000,000				—				—
	Derivative liabilities				838,928				164,816				261,511
	Other liabilities				376,971				267,034				130,566
		Total liabilities			1,741,727,183				1,495,280,240				110,555,073
COMMITMENTS AND CONTINGENCIES (Note 10)
STOCKHOLDERS’/ MEMBERS’ EQUITY (DEFICIT):
	Common stock, $0.01 par value, 400,000,000 shares authorized 18,114,445 shares issued and 17,797,375 outstanding at March 31, 2005 (unaudited) and December 31, 2004				180,621				180,621				—
	Additional paid-in capital				115,485,603				119,045,450				—
	Members’ deficit				—				—				(1,338,625	)
	Accumulated earnings				—				—				—
	Accumulated other comprehensive income (loss)				(1,008,045	)			256,148				865,000
		Total stockholders’/members’ equity (deficit)			114,658,179				119,482,219				(473,625	)
		TOTAL LIABILITIES AND STOCKHOLDERS’/ MEMBERS’ EQUITY (DEFICIT)		$	1,856,385,362			$	1,614,762,459			$	110,081,448

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					Three Months Ended
					March 31,								For the Year Ended December 31,
					2005				2004				2004				2003				2002
					(Unaudited)
REVENUE:
	Gain on sales of mortgage loans				$	4,320,500			$	3,506,089			$	20,835,387			$	23,030,669			$	9,858,183
	Interest income:
			Loans held for sale			2,592,890				1,261,069				6,904,651				7,609,631				2,986,248
			Investment securities			12,721,738				—				20,393,977				—				—
			Loans held in the securitization trust			1,801,915				—				—				—				—
	Brokered loan fees					2,000,233				2,182,779				6,894,629				6,682,571				5,241,070
	Gain on sale of securities					377,083				—				774,415				—				—
	Miscellaneous income					114,052				15,769				226,677				45,579				14,417
		Total revenue				23,928,411				6,965,706				56,029,736				37,368,450				18,099,918
EXPENSES:
	Salaries, commissions and benefits					7,142,761				2,719,178				17,118,321				9,246,869				5,787,834
	Interest expense:
			Loans held for sale			1,847,810				608,611				3,542,939				3,266,438				1,673,108
			Investment securities and loans			9,764,172				—				12,469,579				—				—
			Subordinated Debentures			77,756				—				—				—				—
	Brokered loan expenses					1,519,490				1,284,219				5,276,333				3,733,666				2,992,231
	Occupancy and equipment					2,134,634				661,530				3,528,679				2,017,804				1,013,102
	Marketing and promotion					1,399,866				484,286				3,189,969				1,008,418				488,339
	Data processing and communications					517,721				168,043				1,598,132				607,897				366,182
	Office supplies and expenses					572,686				217,871				1,518,927				802,954				505,119
	Professional fees					744,068				253,088				2,005,388				958,922				509,980
	Travel and entertainment					215,457				188,348				611,944				666,213				419,758
	Depreciation and amortization					342,892				102,953				690,489				411,812				271,011
	Other					376,658				160,075				791,465				921,381				322,975
		Total expenses				26,655,971				6,848,202				52,342,165				23,642,374				14,349,639
INCOME (LOSS) BEFORE INCOME TAX BENEFIT						(2,727,560	)			117,504				3,687,571				13,726,076				3,750,279
	Income tax benefit					2,690,000				—				1,259,534				—				—
NET INCOME (LOSS)					$	(37,560	)		$	117,504			$	4,947,105			$	13,726,076			$	3,750,279
Basic income per share					$	0.00			$	—			$	0.28			$	—				—
Diluted income per share					$	0.00			$	—			$	0.27			$	—				—
Weighted average shares outstanding-basic						17,797,375				—				17,797,375				—				—
Weighted average shares outstanding-diluted						17,797,375				—				18,114,737				—				—

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															Accumulated
											Stockholders’				Other
							Additional				Members’				Comprehensive				Comprehensive
			Common				Paid-In				Retained				Income				Income
			Stock				Capital				Earnings				(Loss)				(Loss)				Total
BALANCE, JANUARY 1, 2002—
	Members’ Equity										$	3,671,709			$	(1,980	)						$	3,669,729
	Net Income											3,750,279				—			$	3,750,279				3,750,279
	Contributions											635,758				—				—				635,758
	Distributions											(1,588,765	)			—				—				(1,588,765	)
	Increase in net unrealized gain on available for sale securities											—				33,254				33,254				33,254
	Comprehensive income											—				—			$	3,783,533				—
BALANCE, DECEMBER 31, 2002—
	Members’ Equity											6,468,981				31,274								6,500,255
	Net Income											13,726,076				—			$	13,726,076				13,726,076
	Distributions											(21,533,682	)			—				—				(21,533,682	)
	Increase associated with cash flow hedges											—				51,069				51,069				51,069
	Increase in net unrealized gain on available for sale securities											—				782,657				782,657				782,657
	Comprehensive income											—				—			$	14,559,802				—
BALANCE, DECEMBER 31, 2003—
	Members’ Deficit		$	—			$	—				(1,338,625	)			865,000				—				(473,625	)
	Net income			—				—				4,947,105				—			$	4,947,105				4,947,105
	Contributions			—				—				2,309,448				—				—				2,309,448
	Distributions			—				—				(3,134,807	)			—				—				(3,134,807	)
	Forfeiture of 47,680 shares			—				(492,536	)							—				—				(492,536	)
	Dividends declared			—				(4,470,286	)			(2,783,121	)			—				—				(7,253,407	)
	Initial public offerings — Common stock			180,621				121,910,479				—				—				—				122,091,100
Vested restricted stock				—				1,742,749				—				—				—				1,742,749
	Vested performance shares			—				249,296				—				—				—				249,296
	Vested stock options			—				105,748				—				—				—				105,748
	Decrease in net unrealized gain on available for sale securities and derivative instruments			—				—				—				(608,852	)			(608,852	)			(608,852	)
	Comprehensive income			—				—				—				—			$	4,338,253				—
BALANCE, DECEMBER 31, 2004—
	Stockholders’ Equity			180,621				119,045,450				—				256,148			$	—				119,482,219
	Net loss (unaudited)			—				(37,560	)			—				—				—				(37,560	)
	Dividends declared (unaudited)			—				(4,528,611	)			—				—				—				(4,528,611	)
	Vested restricted stock (unaudited)			—				256,314				—				—				«				256,314
	Vested performance shares (unaudited)			—				740,822				—				—				—				740,822
	Vested stock options (unaudited)			—				9,188				—				—				—				9,188
	Decrease in net unrealized gain on available for sale securities and derivative instruments (unaudited)			—				—				—				(1,264,193	)			(1,264,193	)			(1,264,193	)
	Comprehensive income (unaudited)			—				—				—				—			$	(1,264,193	)			—
BALANCE, MARCH 31, 2005—
	Stockholders’ Equity (unaudited)		$	180,621			$	115,485,603			$	—			$	(1,008,045	)						$	114,658,179

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					Three Months Ended
					March 31,								Years Ended December 31,
					2005				2004				2004				2003				2002
					(Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
	Net (loss) income				$	(37,560	)		$	117,504			$	4,947,105			$	13,726,076			$	3,750,279
	Adjustments to reconcile net (loss) income to net cash used in operating activities:
	Depreciation and amortization					342,892				102,953				690,489				411,812				271,011
	Amortization of premium on investment securities and mortgage loans					1,184,667				—				1,666,862				—				—
	Gain on sale of investment securities					(377,083	)			—				(165,189	)			—				20,374
	Gain on sale of marketable securities					—				—				(774,415	)			—				—
	Origination of mortgage loans held for sale					(563,160,834	)			(199,471,383	)			(1,435,339,540	)			(1,234,847,453	)			(593,146,346	)
	Proceeds from sales of mortgage loans					411,669,894				188,110,364				1,386,123,920				1,232,710,820				569,001,035
	Deferred compensation restricted stock — non cash					740,822				—				1,742,749				—				—
	Vesting of restricted shares — compensation expense					256,314				—				249,296				—				—
	Stock option grants — compensation expense					9,188				—				105,748				—				—
	Deferred tax benefit					(2,690,000	)			—				(1,309,534	)			—				—
	Forfeited share-non cash					—				—				(492,536	)			—				—
	Change in value of derivatives					(976,807	)			55,460				(313,565	)			(107,431	)			135,320
		(Increase) decrease in operating assets:
			Due from loan purchasers			(11,435,755	)			(34,988,509	)			(21,041,882	)			(18,241,661	)			(19,913,973	)
			Due from affiliate			—				—				—				(153,171	)			—
			Escrow deposits — pending loan closings			(6,205,990	)			—				(16,235,638	)			—				—
			Accounts and accrued interest receivable			2,507,514				—				(12,846,684	)			(1,499,105	)			(1,094,930	)
			Prepaid and other assets			(1,021,412	)			(798,023	)			(2,210,962	)			(1,115,603	)			(949,867	)
		Increase (decrease) in operating liabilities:
			Due to loan purchasers			64,351				207,694				(402,836	)			(356,605	)			944,556
			Accounts payable and accrued expenses			123,665				2,250,502				12,170,067				2,737,390				798,684
			Other liabilities			109,937				130,315				136,468				(374,787	)			463,162
		Net cash used in operating activities				(168,896,197	)			(44,283,123	)			(83,300,077	)			(7,109,718	)			(39,720,695	)
CASH FLOWS FROM INVESTING ACTIVITIES:
	Restricted cash					1,926,377				(38,455	)			(2,124,382	)			(15,199	)			(114,370	)
	Purchase of marketable securities					—				(338,442	)			—				(2,006,575	)			(1,520,576	)
	Net purchase of investment securities					(2,354,720	)			—				(1,533,511,116	)			—				—
	Purchase of mortgage loans held in the securitization trust					(167,873,446	)			—				(190,153,103	)			—				—

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				Three Months Ended
				March 31,								Years Ended December 31,
				2005				2004				2004				2003				2002
				(Unaudited)
	Principal repayments received on loans held in the securitization trust				5,599,985				—				—				—				—
	Proceeds from sale of marketable securities				—				321,894				3,580,320				1,353,069				713,912
	Sale of investment securities				—				—				197,350,620				—				—
	Principal paydown on investment securities				86,655,841				—				126,943,647				—				—
	Purchases of property and equipment				(526,357	)			(82,335	)			(3,460,094	)			(1,471,705	)			(519,015	)
	Payments received on loans held for investment				3,815,547				—				—				—				—
	Net cash used in investing activities				(72,756,773	)			(137,338	)			(1,401,374,108	)			(2,140,410	)			(1,440,049	)
CASH FLOWS FROM FINANCING ACTIVITIES:
	Proceeds from issuance of common stock				—				—				122,091,100				—				—
	Members’ contributions				—				—				1,309,448				—				635,758
	Cash distributions to members				—				(663,165	)
	Increase in financing arrangements, net				220,293,734				45,708,401				1,384,587,132				17,408,965				43,311,688
	Payments on debt												(13,706,902	)			—				—
	Dividends paid				(4,347,467	)			—				(2,905,940	)			—				—
	Cash distributions to members												(3,134,807	)			(6,858,054	)			(1,588,765	)
	Issuance of subordinated debentures				25,000,000				—				—				—				—
		Net cash provided by financing activities			240,946,267				45,045,236				1,488,240,031				10,550,911				42,358,681
NET INCREASE (DECREASE)IN CASH AND CASH EQUIVALENTS					(706,703	)			624,775				3,565,846				1,300,783				1,197,937
CASH AND CASH EQUIVALENTS — Beginning of period					7,613,106				4,047,260				4,047,260				2,746,477				1,548,540
CASH AND CASH EQUIVALENTS — End of period				$	6,906,403			$	4,672,035			$	7,613,106			$	4,047,260			$	2,746,477
SUPPLEMENTAL DISCLOSURE
	Cash paid for interest			$	15,407,774			$	607,554			$	11,709,159			$	2,987,853			$	1,619,715
NON CASH FINANCING ACTIVITIES
	Distribution to members in the form of subordinated notes			$	—			$	(1,000,000	)		$	—			$	14,706,902			$	—
	Contribution from Members’ made from subordinated notes			$	—			$	—			$	1,000,000			$	—				—
	Dividends declared to be paid in subsequent period			$	4,528,611			$	—			$	4,347,467			$	—			$	—
	Grant of restricted stock			$	—			$	—			$	1,974,401			$	—			$	—

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1.	Summary of Significant Accounting Policies

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F-10

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	•	the items to be hedged expose the Company to interest rate risk; and
	•	the interest rate swaps or caps are expected to be and continue to be highly effective in reducing the Company’s exposure to interest rate risk.

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2.	Investment Securities Available For Sale

		March 31,				December 31,
		2005				2004
		(Unaudited)
Amortized cost		$	1,122,692,762			$	1,207,715,175
Gross unrealized gains			866,780				150,682
Gross unrealized losses			(10,569,747	)			(3,121,143	)
Fair Value		$	1,112,989,795			$	1,204,744,714

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3.	Mortgage Loans Held For Sale

		March 31,				December 31,				December 31,
		2005				2004				2003
		(Unaudited)
Mortgage loans principal amount		$	99,350,664			$	85,105,027			$	36,168,003
Deferred origination costs — net			203,699				279,900				1,304
Mortgage loans held for sale		$	99,554,363			$	85,384,927			$	36,169,307

4.	Mortgage Loans Held in the Securitization Trust

			March 31,
			2005
Mortgage loans principal amount			$	413,396,100
Deferred origination costs — net				3,987,298
	Total mortgage loans collateralizing debt obligations		$	417,383,398

5.	Mortgage Loans Held For Investment

			March 31,				December 31,
			2005				2004
			(Unaudited)
Mortgage loans principal amount			$	68,011,188			$	188,858,607
Deferred origination cost-net				451,644				1,294,496
	Total mortgage loans held for investment		$	68,462,832			$	190,153,103

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6.	Property and Equipment — Net

		March 31,				December 31,				December 31,
		2005				2004				2003
		(Unaudited)
Office and computer equipment		$	3,669,655			$	3,191,096			$	1,433,700
Furniture and fixtures			2,004,143				2,031,778				721,966
Leasehold improvements			1,207,164				1,138,467				789,725
Total premises and equipment			6,880,962				6,361,341				2,945,391
Less: accumulated depreciation and amortization			(1,896,195	)			(1,560,039	)			(913,694	)
Property and equipment — net		$	4,984,767			$	4,801,302			$	2,031,697

7.	Derivative Instruments and Hedging Activities

			March 31,				December 31,				December 31,
			2005				2004				2003
			(Unaudited)
Derivative Assets:
	Interest rate caps		$	1,632,751			$	411,248			$	—
	Interest rate swaps			8,596,927				3,228,457				—
	Forward loan sale contracts — loan commitments			169,505				—				—
	Forward loan sale contracts — mortgage loans held for sale			154,759				—				—
	Forward loan sale contracts — TBA securities			242,861				—				—
	Interest rate lock commitments — loan commitments			—				5,270				227,513
	Interest rate lock commitments — mortgage loans held for sale			—				32,597				88,922
Total derivative assets			$	10,796,803			$	3,677,572			$	316,435

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			March 31,				December 31,				December 31,
			2005				2004				2003
			(Unaudited)
Derivative Liabilities:
	Interest rate lock commitments — loan commitments		$	(370,786	)		$	—			$	—
	Interest rate lock commitments — mortgage loans held for sale			(468,142	)			—				—
	Forward loan sale contracts — loan commitments			—				(23,557	)			(133,682	)
	Forward loan sale contracts — mortgage loans held for sale			—				(1,846	)			(6,579	)
	Forward loan sale contracts — TBA securities			—				(139,413	)			(121,250	)
Total derivative liabilities			$	(838,928	)		$	(164,816	)		$	(261,511	)

8.	Financing Arrangements, Portfolio Investments

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9.	Financing Arrangements, Mortgage Loans Held for Sale or Investment

						December 31,				December 31,
		March 31, 2005				2004				2003
		(Unaudited)
$250 million master repurchase agreement expiring December 5, 2005 bearing interest at one-month LIBOR plus 0.75% (3.57% at March 31, 2005). Principal repayments are required 120 days from the funding date(a)		$	97,683,574			$	215,611,800			$	—
$200 million revolving line of credit expiring March 31, 2006 bearing interest at daily LIBOR plus spreads from 1.125% to 2.000% depending on collateral (3.725% at March 31, 2005). Principal repayments are required 90 days from the funding date			96,857,092				73,751,874				72,461,446
$150 million revolving line of credit which expires on June 29, 2005 bearing interest at one-month LIBOR plus 1.00% (3.72% at March 31, 2005)			77,124,333				69,839,306				14,966,814
$15 million revolving line of credit (terminated and syndicated into $50 million revolving line above) bearing interest at the lesser of LIBOR plus 1.5% or the prime rate (2.40% as of December 31, 2003)			—				—				2,996,873
		$	271,664,999			$	359,202,980			$	90,425,133

(a)

This credit facility, with Greenwich Capital Financial Products, Inc., requires the Company to transfer specific collateral to the lender under repurchase agreements; however, due to the rate of turnover of the collateral by the Company, the counterparty has not taken title to or recorded their interest in any of the collateral transferred. Interest is paid to the counterparty based on the amount of outstanding borrowings and on the terms provided.

10.	Commitments and Contingencies

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Year Ending December 31,
2005		$	4,150,604
2006			3,566,558
2007			3,133,382
2008			2,747,618
2009			1,997,828
Thereafter			1,878,000
		$	17,473,990

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11.	Related Party Transactions

12.	Concentrations of Credit Risk

		March 31,				December 31,				December 31,
		2005				2004				2003
		(Unaudited)
New York			38.8	%			70.2	%			82.8	%
New Jersey			8.9	%			7.4	%			2.5	%
Massachusetts			17.6	%			6.6	%			2.8	%
Florida			2.8	%			1.9	%			5.7	%
Connecticut			6.9	%			5.0	%			0.7	%

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		March 31,				December 31,
		2005				2004
		(unaudited)
California			30.5	%			51.3	%
New York			24.2	%			30.7	%
Massachusetts			9.5	%			—
New Jersey			5.3	%			5.5	%

13.	Fair Value of Financial Instruments

	a. Investment Securities Available for Sale — Fair value is generally estimated based on market prices provided by five to seven dealers who make markets in these financial instruments. If the fair value of a security is not reasonably available from a dealer, management estimates the fair value based on characteristics of the security that the Company receives from the issuer and based on available market information.
	b. Mortgage Loans Held for Sale — Fair value is estimated using the quoted market prices for securities backed by similar types of loans and current investor or dealer commitments to purchase loans.
	c. Mortgage Loans Held for Investment — Mortgage loans held for investment are recorded at amortized cost. Fair value is estimated using pricing models and taking into consideration the aggregated characteristics of groups of loans such as, but not limited to, collateral type, index, interest rate, margin,

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	length of fixed-rate period, life cap, periodic cap, underwriting standards, age and credit estimated using the quoted market prices for securities backed by similar types of loans.
	d. Mortgage Loans Held in the Securitization Trust - Mortgage loans held in the securitization trust are recorded at amortized cost. Fair value is estimated using pricing models and taking into consideration the aggregated characteristics of groups of loans such as, but not limited to, collateral type, index, interest rate, margin, length of fixed-rate period, life cap, periodic cap, underwriting standards, age and credit estimated using the quoted market prices for securities backed by similar types of loans.
	e. Interest Rate Lock Commitments — The fair value of IRLCs is estimated using the fees and rates currently charged to enter into similar agreements, taking into account the remaining terms of the agreements and the present creditworthiness of the counterparties. For fixed rate loan commitments, fair value also considers the difference between current levels of interest rates and the committed rates. The fair value of IRLCs is determined in accordance with SAB 105.
	f. Forward Sale Loan Contracts — The fair value of these instruments is estimated using current market prices for dealer or investor commitments relative to the Company’s existing positions.

			March 31, 2005 (unaudited)
											Estimated
			Notional Amount				Carrying Amount				Fair Value
Investment securities available for sale			$	1,109,603,785			$	1,112,989,795			$	1,112,989,795
Mortgage loans held for investment				68,011,188				68,462,832				68,401,520
Mortgage loans held in the securitization trust				413,396,100				417,383,398				415,698,386
Mortgage loans held for sale				99,350,664				99,554,363				100,028,276
Commitments and contingencies:
	Interest rate lock commitments			245,419,888				(838,928	)			(838,928	)
	Forward loan sales contracts			114,350,398				567,125				567,125
	Interest rate swaps			735,000,000				8,596,927				8,596,927
	Interest rate caps			684,451,791				1,632,751				1,632,751

			December 31, 2004
											Estimated
			Notional Amount				Carrying Amount				Fair Value
Investment securities available for sale			$	1,194,055,340			$	1,204,744,714			$	1,204,744,714
Mortgage loans held for investment				188,858,607				190,153,103				190,608,241
Mortgage loans held for sale				85,105,027				85,384,927				86,097,867
Commitments and contingencies:
	Interest rate lock commitments			156,110,472				37,867				37,867
	Forward loan sales contracts			97,080,482				(164,816	)			(164,816	)
	Interest rate swaps			670,000,000				3,228,457				3,228,457
	Interest rate caps			250,000,000				411,248				411,248

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			December 31, 2003
			Notional				Carrying				Estimated
			Amount				Amount				Fair Value
Mortgage loans held for sale			$	36,168,003			$	36,258,229			$	38,020,465
Commitments and contingencies:
	Interest rate lock commitments			71,375,732				227,513				227,513
	Forward loan sales contracts			54,522,057				(261,511	)			(261,511	)

14.	Segment Reporting

	•	Mortgage Portfolio Management — long-term investment in high-quality, adjustable-rate mortgage loans and residential mortgage-backed securities; and
	•	Mortgage Lending — mortgage loan originations as conducted by NYMC.

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					Three Months Ended March 31, 2005 (Unaudited)
					Mortgage
					Portfolio
					Management				Mortgage
					Segment				Lending Segment				Total
REVENUE:
	Gain on sales of mortgage loans				$	—			$	4,320,500			$	4,320,500
	Interest income:
			Loans held for sale			—				2,592,890				2,592,890
			Investment securities			12,721,738				—				12,721,738
			Loans collateralizing debt obligations			1,801,915				—				1,801,915
	Brokered loan fees					—				2,000,233				2,000,233
	Gain on sale of securities					377,083				—				377,083
	Miscellaneous income					—				114,052				114,052
		Total revenue				14,900,736				9,027,675				23,928,411
EXPENSES:
	Salaries, commissions and benefits					508,092				6,634,669				7,142,761
	Interest expense:
			Loans held for sale			—				1,847,810				1,847,810
			Investment securities and loans			9,764,172				—				9,764,172
			Subordinated debentures			—				77,756				77,756
	Brokered loan expenses					—				1,519,490				1,519,490
	Occupancy and equipment					3,308				2,131,326				2,134,634
	Marketing and promotion					52,999				1,346,867				1,399,866
	Data processing and communication					8,705				509,016				517,721
	Office supplies and expenses					1,424				571,262				572,686
	Professional fees					85,955				658,113				744,068
	Travel and entertainment					1,186				214,271				215,457
	Depreciation and amortization					2,589				340,303				342,892
	Other					170,911				205,747				376,658
		Total expenses				10,599,341				16,056,630				26,655,971
INCOME (LOSS) BEFORE INCOME TAX BENEFIT						4,301,395				(7,028,955	)			(2,727,560	)
Income tax benefit						—				2,690,000				2,690,000
NET INCOME (LOSS)					$	4,301,395			$	(4,338,955	)		$	(37,560	)
Segment assets					$	1,619,934,271			$	236,451,090			$	1,856,385,362
Segment equity					$	105,964,803			$	8,693,376			$	114,658,179

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					Year Ended December 31, 2004
					Mortgage Portfolio
					Management				Mortgage
					Segment				Lending Segment				Total
REVENUE:
	Gain on sales of mortgage loans				$	—			$	20,835,387			$	20,835,387
	Interest income:
			Mortgage loans held for sale			—				6,904,651				6,904,651
			Investment securities and loans			20,393,977								20,393,977
	Brokered loan fees					—				6,894,629				6,894,629
	Gain on sale of marketable securities					167,440				606,975				774,415
	Miscellaneous income					—				226,677				226,677
		Total revenue				20,561,417				35,468,319				56,029,736
EXPENSES:
	Salaries, commissions and benefits					382,403				16,735,918				17,118,321
	Interest expense:
			Mortgage loans held for sale							3,542,939				3,542,939
			Investment securities and loans			12,469,579				—				12,469,579
	Brokered loan expenses					—				5,276,333				5,276,333
	Occupancy and equipment					9,604				3,519,075				3,528,679
	Marketing and promotion					13,872				3,176,097				3,189,969
	Data processing and communication					174,089				1,424,043				1,598,132
	Office supplies and expenses					3,788				1,515,139				1,518,927
	Professional fees					148,997				1,856,391				2,005,388
	Travel and entertainment					838				611,106				611,944
	Depreciation and amortization					1,960				688,529				690,489
	Other					45,167				746,298				791,465
		Total expenses				13,250,297				39,091,868				52,342,165
INCOME (LOSS) BEFORE INCOME TAX BENEFIT						7,311,120				(3,623,549	)			3,687,571
Income tax benefit						—				(1,259,534	)			(1,259,534	)
NET INCOME (LOSS)					$	7,311,120			$	(2,364,015	)		$	4,947,105
Segment assets					$	1,413,954,577			$	200,807,882			$	1,614,762,459
Segment equity					$	107,541,994			$	11,940,225			$	119,482,219

15.	Stock Incentive Plan

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	Options

							Weighted
							Average
			Number of				Exercise
			Options				Price
Outstanding at beginning of year				—				—
	Granted			556,500			$	9.57
	Canceled			—				—
	Exercised			—				—
Outstanding at end of year				556,500			$	9.57
Options exercisable at year-end				303,162			$	9.35
Weighted-average fair value of options granted during the year							$	9.57

		Options Outstanding
						Weighted-
						Average								Options Exercisable
						Remaining																Fair Value
		Number				Contractual				Exercise				Number				Exercise				of Options
Range of Exercise Prices		Outstanding				Life (Years)				Price				Exercisable				Price				Granted
$9.00			176,500				9.5			$	9.00				176,500			$	9.00			$	0.39
$9.83			380,000				9.9				9.83				126,662				9.83				0.29
Total			556,500				9.8			$	9.57				303,162			$	9.35			$	0.32

Risk free interest rate			4.5	%
Expected volatility			10	%
Expected life			10  years
Expected dividend yield			10.48	%

	Restricted stock

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	Performance based stock awards

16.	Subordinated Debentures

17.	Capital Stock and Earnings per Share

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			For the Three
			Months
			Ended
			March 31,				For the Year Ended
			2005				December 31, 2004
			(Unaudited)
Numerator:
	Net (loss) income		$	(38	)		$	4,947
	Denominator:
	Weighted average number of common shares outstanding — basic			17,797				17,797
Net effect of unvested restricted stock				—				224
Performance shares				—				35
Escrowed shares(1)				—				53
Net effect of stock options(2)				—				6
Weighted average number of common shares outstanding — dilutive				17,797				18,115
Net income per share — basic			$	0.00			$	0.28
Net income per share — diluted			$	0.00			$	0.27

(1)	Upon the closing of the Company’s IPO, of the 2,750,000 shares exchanged for the equity interests of NYMC, 100,000 shares were held in escrow through December 31, 2004 and were available to satisfy any indemnification claims the Company may have had against the contributors of NYMC for losses incurred as a result of defaults on any residential mortgage loans originated by NYMC and closed prior to the completion of the IPO. As of December 31, 2004, the amount of escrowed shares was reduced by 47,680 shares, representing $492,536 for estimated losses on loans closed prior to the Company’s IPO. Furthermore, the contributors of NYMC entered into a new escrow agreement, which extended the escrow period to December 31, 2005 for the remaining 52,320 shares.
(2)	The Company has granted 556,500 of the 706,000 stock options available for issuance under the Company’s 2004 stock incentive plan.

18.	Income Taxes

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Tax at statutory rate (35%)		$	(954,646	)
Non-taxable REIT income			(1,505,143	)
Transfer pricing of loans sold to nontaxable parent			38,136
State and local taxes			(556,891	)
Net operating loss benefit not provided			295,659
Miscellaneous			(7,115	)
Total provision (benefit)		$	(2,690,000	)

			Deferred				Total
Regular Tax Provision (Benefit)
	Federal		$	(2,133,109	)		$	(2,133,109	)
	State			(556,891	)			(556,891	)
Total tax expense (benefit)			$	(2,690,000	)		$	(2,690,000	)

Deferred tax assets:
	Net operating loss carryover		$	4,301,173
	Restricted performance stock option expense			264,225
	Total deferred tax asset			4,565,398
Deferred tax liabilities:
	Mark-to-market adjustments			211,890
	Management compensation			193,046
Depreciation				160,928
Total deferred tax liability				565,864
Net deferred tax asset			$	3,999,534

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Tax at statutory rate (35%)		$	1,290,650
Non-taxable REIT income			(2,558,892	)
Transfer pricing of loans sold to nontaxable parent			292,150
State and local taxes			(372,095	)
Change in tax status			298,553
Income earned prior to taxable status			(206,731	)
Miscellaneous			(3,169	)
Total provision (benefit)		$	(1,259,534	)

			Current				Deferred				Total
Regular Tax Provision (Benefit)
	Federal			—			$	(1,251,053	)		$	(1,251,053	)
	State		$	50,000				(327,399	)			(277,399	)
Total			$	50,000			$	(1,578,452	)		$	(1,528,452	)
Change in Tax Status
	Federal			—			$	212,800			$	212,800
	State			—				56,118				56,118
				—				268,918				268,918
Total tax expense (benefit)			$	50,000			$	(1,309,534	)		$	(1,259,534	)

Deferred tax assets:
	Net operating loss carryover		$	1,237,544
	Restricted performance stock option expense			329,001
	Management compensation			90,461
				1,657,006
Deferred tax liabilities:
	Mark-to-market adjustments			78,554
	Depreciation			268,918
				347,472
Net deferred tax asset			$	1,309,534

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19.	Asset Acquisitions

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20.	Quarterly Financial Data (Unaudited)

			Three Months Ended
			Mar. 31,				Jun. 30,				Sep. 30,				Dec. 31,				Mar. 31,
			2004				2004				2004				2004				2005
Revenues:
Gain on sales of mortgage loans			$	3,506,089			$	6,945,082			$	4,482,262			$	5,901,954			$	4,320,500
Interest income				1,261,069				1,885,778				10,290,141				13,941,292				17,116,543
Brokered loan fees				2,182,779				777,694				1,437,664				2,496,492				2,000,233
Gain (loss) on sale of marketable securities				—				606,975				125,837				41,603				377,083
Miscellaneous income				15,769				30,208				49,620				51,428				114,052
	Total revenues			6,965,706				10,245,737				16,385,524				22,432,769				23,928,411
Salaries, commissions and related expenses				2,719,178				4,171,660				4,503,571				5,723,911				7,142,761
Interest expense				608,611				1,123,686				5,465,192				8,815,029				11,689,738
Brokered loan expenses				1,284,219				835,303				1,016,930				2,139,881				1,519,490
General and administrative expenses				2,236,194				3,724,196				3,179,615				4,794,989				6,303,982
	Total expenses			6,848,202				9,854,845				14,165,308				21,473,810				26,655,971
Income (loss) before provision for income taxes				117,504				390,892				2,220,216				958,959				(2,727,560	)
Income tax (expense) benefit				—				(10,000	)			231,653				1,037,881				2,690,000
	Net income (loss)		$	117,504			$	380,892			$	2,451,869			$	1,996,840			$	(37,560	)
Per share basic income (loss)				—			$	0.02			$	0.14			$	0.12			$	0.00
Per share diluted income (loss)				—			$	0.02			$	0.14			$	0.12			$	0.00

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			Three Months Ended
			Mar. 31,				Jun. 30,				Sep. 30,				Dec. 31,
			2003				2003				2003				2003
Revenues:
Gain on sales of mortgage loans			$	4,757,862			$	6,790,049			$	6,854,729			$	4,628,029
Interest income				1,430,998				2,090,999				1,823,609				2,264,025
Brokered loan fees				1,285,767				1,580,880				1,512,505				2,303,419
Miscellaneous income				34,191				(4,727	)			84,390				(68,275	)
	Total revenues			7,508,818				10,457,201				10,275,233				9,127,198
Salaries, commissions and related expenses				1,721,318				2,133,344				2,762,371				2,629,836
Interest expense				651,504				807,448				1,198,381				609,105
Brokered loan expenses				863,114				1,159,493				926,099				784,960
General and administrative expenses				1,344,442				1,593,577				1,887,704				2,569,678
	Total expenses			4,580,378				5,693,862				6,774,555				6,593,579
Net income			$	2,928,440			$	4,763,339			$	3,500,678			$	2,533,619

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		Page
PROSPECTUS SUMMARY			1
RISK FACTORS			9
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS			24
MARKET DATA			24
USE OF PROCEEDS			25
DISTRIBUTIONS AND PRICE RANGE OF OUR SHARES OF COMMON STOCK			25
CAPITALIZATION			27
DILUTION			28
SELECTED CONSOLIDATED FINANCIAL AND OTHER DATA			29
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULT OF OPERATIONS			30
OUR COMPANY			69
MANAGEMENT			90
PRINCIPAL STOCKHOLDERS			104
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS			107
SHARES ELIGIBLE FOR FUTURE SALE			109
DESCRIPTION OF CAPITAL STOCK			110
CERTAIN PROVISIONS OF MARYLAND LAW AND OUR CHARTER AND BYLAWS			115
FEDERAL INCOME TAX CONSEQUENCES OF OUR STATUS AS A REIT			120
UNDERWRITING			138
LEGAL MATTERS			140
EXPERTS			140
WHERE YOU CAN FIND MORE INFORMATION			141
INDEX TO FINANCIAL STATEMENTS			F-1
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			F-2
EX-10.102: 2005 STOCK INCENTIVE PLAN
EX-23.03: CONSENT OF DELOITTE & TOUCHE LLP

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Item 31.	Other Expenses of Issuance and Distribution.

		Amount To Be Paid
SEC registration fee		$	7,894
NASD fee		$	7,207
NYSE listing fees		$
Transfer agent and registrar fees		$
Legal fees and expenses		$
Accounting fees and expenses		$
Printing and mailing fees		$
Premiums for directors and officers insurance		$
Miscellaneous		$
Total		$

Item 32.	Sales to Special Parties.

Item 34.	Indemnification of Officers and Directors.

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Item 35.	Treatment of Proceeds from Stock Being Registered.

Item 36.	Financial Statements and Exhibits.

Exhibit
Number				Exhibit Title
	1.01			Form of Underwriting Agreement, dated      , 2005, by and among New York Mortgage Trust, Inc., Friedman, Billings, Ramsey & Co., Inc. and JP Morgan Securities Inc.††
	3.01			Articles of Amendment and Restatement of New York Mortgage Trust, Inc.******
	3.02			Bylaws of New York Mortgage Trust, Inc.******
	4.01			Form of Common Stock Certificate.******
	5.01			Opinion of Venable LLP, with respect to the legality of the shares being registered.††
	8.01			Opinion of Hunton & Williams LLP with respect to tax matters.††
	10.01			Promissory Note, issued by The New York Mortgage Company, LLC on August 31, 2003, as amended and restated, on December 23, 2003, in the principal amount of $2,574,352.00, payable to Joseph V. Fierro.*
	10.02			Promissory Note, issued by The New York Mortgage Company, LLC on August 31, 2003, as amended and restated, on December 23, 2003, in the principal amount of $12,132,550.00 payable to Steven B. Schnall.*
	10.03			Master Repurchase Agreement between Credit Suisse First Boston Mortgage Capital LLC, The New York Mortgage Company, LLC, Steven B. Schnall and Joseph V. Fierro, dated October 2, 2002.*
	10.04			Amendment No. 1 to Master Repurchase Agreement between Credit Suisse First Boston Mortgage Capital LLC, The New York Mortgage Company, LLC, Steven B. Schnall and Joseph V. Fierro, dated December 4, 2002.*
	10.05			Amendment No. 2 to Master Repurchase Agreement between Credit Suisse First Boston Mortgage Capital LLC, The New York Mortgage Company, LLC, Steven B. Schnall and Joseph V. Fierro, dated February 20, 2003.*
	10.06			Amendment No. 3 to Master Repurchase Agreement between Credit Suisse First Boston Mortgage Capital LLC, The New York Mortgage Company, LLC, Steven B. Schnall and Joseph V. Fierro, dated April 22, 2003.*

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Exhibit
Number				Exhibit Title
	10.07			Amendment No. 4 to Master Repurchase Agreement between Credit Suisse First Boston Mortgage Capital LLC, The New York Mortgage Company, LLC, Steven B. Schnall and Joseph V. Fierro, dated July 1, 2003.*
	10.08			Amendment No. 5 to Master Repurchase Agreement between Credit Suisse First Boston Mortgage Capital LLC, The New York Mortgage Company, LLC, Steven B. Schnall and Joseph V. Fierro, dated July 7, 2003.*
	10.09			Amendment No. 6 to Master Repurchase Agreement between Credit Suisse First Boston Mortgage Capital LLC, The New York Mortgage Company, LLC, Steven B. Schnall and Joseph V. Fierro, dated July 31, 2003.*
	10.10			Amendment No. 7 to Master Repurchase Agreement between Credit Suisse First Boston Mortgage Capital LLC, The New York Mortgage Company, LLC, Steven B. Schnall and Joseph V. Fierro, dated August 4, 2003.*
	10.11			Amendment No. 8 to Master Repurchase Agreement between Credit Suisse First Boston Mortgage Capital LLC, The New York Mortgage Company, LLC, Steven B. Schnall and Joseph V. Fierro, dated August 9, 2003.*
	10.12			Amendment No. 9 to Master Repurchase Agreement between Credit Suisse First Boston Mortgage Capital LLC, The New York Mortgage Company, LLC, Steven B. Schnall and Joseph V. Fierro, dated August 28, 2003.*
	10.13			Amendment No. 10 to Master Repurchase Agreement between Credit Suisse First Boston Mortgage Capital LLC, The New York Mortgage Company, LLC, Steven B. Schnall and Joseph V. Fierro, dated September 17, 2003.*
	10.14			Amendment No. 11 to Master Repurchase Agreement between Credit Suisse First Boston Mortgage Capital LLC, The New York Mortgage Company, LLC, Steven B. Schnall and Joseph V. Fierro, dated October 1, 2003.*
	10.15			Amendment No. 12 to Master Repurchase Agreement between Credit Suisse First Boston Mortgage Capital LLC, The New York Mortgage Company, LLC, Steven B. Schnall and Joseph V. Fierro, dated October 31, 2003.*
	10.16			Amendment No. 13 to Master Repurchase Agreement between Credit Suisse First Boston Mortgage Capital LLC, The New York Mortgage Company, LLC, Steven B. Schnall and Joseph V. Fierro, dated December 19, 2003.*
	10.17			Credit Note between HSBC Bank USA and The New York Mortgage Company LLC, dated as of March 30, 2001.*
	10.18			Credit and Security Agreement between HSBC Bank USA and The New York Mortgage Company LLC, dated as of March 30, 2001.*
	10.19			First Amended Credit Note, dated as of May 24, 2001, between HSBC Bank USA and The New York Mortgage Company LLC, dated as of March 30, 2001.*
	10.20			First Amended Credit and Security Agreement, dated as of May 24, 2001, between HSBC Bank USA and The New York Mortgage Company LLC, dated as of March 30, 2001.*
	10.21			Second Amended Credit Note, dated as of June 18, 2001, between HSBC Bank USA and The New York Mortgage Company LLC, dated as of March 30, 2001.*
	10.22			Second Amended Credit and Security Agreement, dated June 18, 2001, between HSBC Bank USA and The New York Mortgage Company LLC, dated as of March 30, 2001.*
	10.23			Third Amended Credit Note, dated as of November 13, 2001, between HSBC Bank USA and The New York Mortgage Company LLC, dated as of March 30, 2001.*
	10.24			Third Amended Credit and Security Agreement, dated as of November 13, 2001, between HSBC Bank USA and The New York Mortgage Company LLC, dated as of March 30, 2001.*
	10.25			Fourth Amended Credit Note, dated as of January 16, 2002, between HSBC Bank USA and The New York Mortgage Company LLC, dated as of March 30, 2001.*
	10.26			Fourth Amended Credit and Security Agreement, dated as of January 16, 2002, between HSBC Bank USA and The New York Mortgage Company LLC, dated as of March 30, 2001.*

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Exhibit
Number				Exhibit Title
	10.27			Fifth Amended Credit Note, dated as of April 29, 2002, between HSBC Bank USA and The New York Mortgage Company LLC, dated as of March 30, 2001.*
	10.28			Fifth Amended Credit and Security Agreement, dated as of April 29, 2002, between HSBC Bank USA and The New York Mortgage Company LLC, dated as of March 30, 2001.*
	10.29			Extension Letter, dated August 26, 2002, to Credit and Security Agreement between HSBC Bank USA and The New York Mortgage Company LLC, dated as of March 30, 2001, as amended.*
	10.30			Extension Letter, dated September 11, 2002, to Credit and Security Agreement between HSBC Bank USA and The New York Mortgage Company LLC, dated as of March 30, 2001, as amended.*
	10.31			Extension Letter, dated October 28, 2002, to Credit and Security Agreement between HSBC Bank USA and The New York Mortgage Company LLC, dated as of March 30, 2001, as amended.*
	10.32			Extension Letter, dated November 27, 2002, to Credit and Security Agreement between HSBC Bank USA and The New York Mortgage Company LLC, dated as of March 30, 2001, as amended.*
	10.33			Extension Letter, dated April 15, 2003, to Credit and Security Agreement between HSBC Bank USA and The New York Mortgage Company LLC, dated as of March 30, 2001, as amended.*
	10.34			Extension Letter, dated June 24, 2003, to Credit and Security Agreement between HSBC Bank USA and The New York Mortgage Company LLC, dated as of March 30, 2001, as amended.*
	10.35			Guaranty between HSBC Bank USA, The New York Mortgage Company LLC and Steven Schnall, dated as of March 30, 2001.**
	10.36			Guaranty between HSBC Bank USA, The New York Mortgage Company LLC and Joseph V. Fierro, dated as of March 30, 2001.**
	10.37			First Amended Guaranty between HSBC Bank USA, The New York Mortgage Company LLC and Steven Schnall, dated as of May 24, 2001.*
	10.38			First Amended Guaranty between HSBC Bank USA, The New York Mortgage Company LLC and Joseph V. Fierro, dated as of May 24, 2001.*
	10.39			Warehousing Credit Agreement, among The New York Mortgage Company LLC, Steven B. Schnall, Joseph V. Fierro and National City Bank of Kentucky, dated January 25, 2002.*
	10.40			First Amendment, dated April 2002, to Warehousing Credit Agreement, among The New York Mortgage Company LLC, Steven B. Schnall, Joseph V. Fierro and National City Bank of Kentucky, dated January 25, 2002.*
	10.41			Second Amendment, dated June 3, 2002, to Warehousing Credit Agreement, among The New York Mortgage Company LLC, Steven B. Schnall, Joseph V. Fierro and National City Bank of Kentucky, dated January 25, 2002.*
	10.42			Third Amendment, dated November   , 2002, to Warehousing Credit Agreement, among The New York Mortgage Company LLC, Steven B. Schnall, Joseph V. Fierro and National City Bank of Kentucky, dated January 25, 2002.*
	10.43			Fourth Amendment, dated June 15, 2003, to Warehousing Credit Agreement, among The New York Mortgage Company LLC, Steven B. Schnall, Joseph V. Fierro and National City Bank of Kentucky, dated January 25, 2002.*
	10.44			Warehouse Promissory Note, between The New York Mortgage Company, LLC and National City Bank of Kentucky, dated January 25, 2002.*
	10.45			Amended and Restated Warehouse Promissory Note, between The New York Mortgage Company, LLC and National City Bank of Kentucky, dated June 3, 2002.*
	10.46			Warehousing Credit Agreement, between New York Mortgage Company, LLC, Steven B. Schnall, Joseph V. Fierro and National City Bank of Kentucky, dated as of January 25, 2002.*
	10.47			Pledge and Security Agreement, between The New York Mortgage Company, LLC and National City Bank of Kentucky, dated as of January 25, 2002.*
	10.48			Unconditional and Continuing Guaranty of Payment by Steven B. Schnall to National City Bank of Kentucky, dated January 25, 2002.*

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Exhibit
Number				Exhibit Title
	10.49			Unconditional and Continuing Guaranty of Payment by Joseph V. Fierro to National City Bank of Kentucky, dated January 25, 2002.*
	10.50			Amended and Restated Unconditional and Continuing Guaranty of Payment by Steven B. Schnall to National City Bank of Kentucky, dated June 15, 2003.*
	10.51			Amended and Restated Unconditional and Continuing Guaranty of Payment by Joseph V. Fierro to National City Bank of Kentucky, dated June 15, 2003.*
	10.52			Inter-Creditor Agreement, between National City Bank of Kentucky and HSBC Bank USA, dated January 25, 2002.*
	10.53			Whole Loan Purchase and Sale Agreement/Mortgage Loan Purchase and Sale Agreement between The New York Mortgage Company, LLC and Greenwich Capital Financial Products, Inc., dated as of September 1, 2003.*
	10.54			Whole Loan Custodial Agreement/Custodial Agreement between Greenwich Capital Financial Products, Inc., The New York Mortgage Company, LLC and LaSalle Bank National Association, dated as of September 1, 2003.*
	10.55			Form of New York Mortgage Trust, Inc. 2004 Stock Incentive Plan.***
	10.56			Contribution Agreement by and among Steven B. Schnall and Joseph V. Fierro and New York Mortgage Trust, Inc., dated December 22, 2003.**
	10.57			Agreement by and among New York Mortgage Trust, Inc., The New York Mortgage Company, LLC, Steven B. Schnall and Joseph V. Fierro, dated December 23, 2003.**
	10.58			Sixth Amended Credit and Security Agreement, dated as of August 11, 2003, between HSBC Bank USA and The New York Mortgage Company LLC, dated as of March 30, 2001.**
	10.59			Temporary Overadvance Note, dated as of August 11, 2003, between HSBC Bank USA and The New York Mortgage Company LLC.**
	10.60			Second Amended Guaranty between HSBC Bank USA, The New York Mortgage Company LLC and Steven Schnall, dated as of June 18, 2001.**
	10.61			Second Amended Guaranty between HSBC Bank USA, The New York Mortgage Company LLC and Joseph V. Fierro, dated as of June 18, 2001.**
	10.62			Third Amended Guaranty between HSBC Bank USA, The New York Mortgage Company LLC and Steven Schnall, dated as of November 13, 2001.**
	10.63			Third Amended Guaranty between HSBC Bank USA, The New York Mortgage Company LLC and Joseph V. Fierro, dated as of November 13, 2001.**
	10.64			Fourth Amended Guaranty between HSBC Bank USA, The New York Mortgage Company LLC and Steven Schnall, dated as of January 16, 2002.**
	10.65			Fourth Amended Guaranty between HSBC Bank USA, The New York Mortgage Company LLC and Joseph V. Fierro, dated as of January 16, 2002.**
	10.66			Fifth Amended Guaranty between HSBC Bank USA, The New York Mortgage Company LLC and Steven Schnall, dated as of April 29, 2002.**
	10.67			Fifth Amended Guaranty between HSBC Bank USA, The New York Mortgage Company LLC and Joseph V. Fierro, dated as of April 29, 2002.**
	10.68			Sixth Amended Guaranty between HSBC Bank USA, The New York Mortgage Company LLC and Steven Schnall, dated as of August 11, 2003.**
	10.69			Sixth Amended Guaranty between HSBC Bank USA, The New York Mortgage Company LLC and Joseph V. Fierro, dated as of August 11, 2003.**
	10.70			Credit and Security Agreement by and among HSBC Bank USA, National City Bank of Kentucky and The New York Mortgage Company LLC, dated as of December 15, 2003.**
	10.71			Guaranty between HSBC Bank USA, National City Bank of Kentucky, The New York Mortgage Company LLC and Steven B. Schnall, dated as of December 15, 2003.**
	10.72			Guaranty between HSBC Bank USA, National City Bank of Kentucky, The New York Mortgage Company LLC and Joseph V. Fierro, dated as of December 15, 2003.**

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Exhibit
Number				Exhibit Title
	10.73			Credit Note by and between HSBC Bank USA and The New York Mortgage Company LLC, dated as of December 15, 2003.**
	10.74			Credit Note by and between National City Bank of Kentucky and The New York Mortgage Company LLC, dated as of December 15, 2003.**
	10.75			Swingline Note by and between HSBC Bank USA and The New York Mortgage Company LLC, dated as of December 15, 2003.**
	10.76			Custodial Agreement by and among Greenwich Capital Financial Products, Inc., The New York Mortgage Corporation LLC and Deutsche Bank Trust Company Americas, dated as of August 1, 2003.**
	10.77			Master Mortgage Loan Purchase and Interim Servicing Agreement by and between The New York Mortgage Company L.L.C. and Greenwich Capital Financial Products, Inc., dated as of August 1, 2003.**
	10.78			Subordination and Pledge Agreement by and between HSBC Bank USA and Steven B. Schnall, dated as of December 15, 2003.**
	10.79			Subordination and Pledge Agreement by and between HSBC Bank USA and Joseph V. Fierro, dated as of December 15, 2003.**
	10.80			Second Amended and Restated Promissory Note, issued by The New York Mortgage Company, LLC on August 31, 2003, as further amended and restated, on December 23, 2003 and February 26, 2004, in the principal amount of $11,432,550 payable to Steven B. Schnall.***
	10.81			Second Amended and Restated Promissory Note, issued by The New York Mortgage Company, LLC on August 31, 2003, as further amended and restated, on December 23, 2003 and February 26, 2004, in the principal amount of $2,274,352, payable to Joseph V. Fierro.***
	10.82			Promissory Note, issued by New York Mortgage Funding, LLC on January 9, 2004 in the principal amount of $100,000,000.00, payable to Greenwich Capital Financial Products, Inc.***
	10.83			Guaranty between the New York Mortgage Company, LLC and Greenwich Capital Financial Products, Inc., dated as of January 9, 2004.***
	10.84			Master Loan and Security Agreement between New York Mortgage Funding, LLC and Greenwich Capital Financial Products, Inc., dated as of January 9, 2004.***
	10.85			Custodial Agreement between New York Mortgage Funding, LLC, Deutche Bank Trust Company Americas and Greenwich Capital Financial Products, Inc., dated as of January 9, 2004.***
	10.86			Amendment Number One, dated November 24, 2003, to the Master Mortgage Loan Purchase and Interim Servicing Agreement, dated as of August 1, 2003.***
	10.87			Amended and Restated Contribution Agreement, by and among Steven B. Schnall, Steven B. Schnall Annuity Trust U/A 3/25/04, Joseph V. Fierro, 2004 Joseph V. Fierro Grantor Retained Annuity Trust and New York Mortgage Trust, Inc., dated March 25, 2004.***
	10.88			Second Amended and Restated Contribution Agreement, by and among Steven B. Schnall, Steven B. Schnall Annuity Trust U/A 3/25/04, Joseph V. Fierro, 2004 Joseph V. Fierro Grantor Retained Annuity Trust and New York Mortgage Trust, Inc., dated April 29, 2004.****
	10.89			Amended and Restated Agreement by and among New York Mortgage Trust, Inc., The New York Mortgage Company, LLC, Steven B. Schnall and Joseph V. Fierro, dated April 29, 2004.****
	10.90			Third Amended and Restated Promissory Note, issued by The New York Mortgage Company, LLC on August 31, 2003, as further amended and restated on December 23, 2003, February 26, 2004 and May 26, 2004, in the principal amount of $11,432,550 payable to Steven B. Schnall.*****
	10.91			Third Amended and Restated Promissory Note, issued by the New York Mortgage Company, LLC on August 31, 2003, as further amended and restated, on December 23, 2003, February 26, 2004 and May 26, 2004, in the principal amount of $2,274,352 payable to Joseph V. Fierro. *****
	10.92			Form of Employment Agreement between New York Mortgage Trust, Inc. and Steven B. Schnall.******
	10.93			Form of Employment Agreement between New York Mortgage Trust, Inc. and David A. Akre.******

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Exhibit
Number				Exhibit Title
	10.94			Form of Employment Agreement between New York Mortgage Trust, Inc. and Raymond A. Redlingshafer, Jr.******
	10.95			Form of Employment Agreement between New York Mortgage Trust, Inc. and Michael I. Wirth.******
	10.96			Form of Employment Agreement between New York Mortgage Trust, Inc. and Joseph V. Fierro.******
	10.97			Form of Employment Agreement between New York Mortgage Trust, Inc. and Steven R. Mumma.******
	10.98			Amendment No. 1 to Employment Agreement between New York Mortgage Trust, Inc. and Steven R. Mumma dated December 2, 2004.********
	10.99			Amendment and Restated Credit and Security Agreement between HSBC Bank USA, National Association, National City Bank of Kentucky, JP Morgan Chase Bank, N.A. and The New York Mortgage Company, LLC, dated as of February 1, 2005.********
	10.100			Amended and Restated Master Loan and Security Agreement between New York Mortgage Funding, LLC, The New York Mortgage Company, LLC and New York Mortgage Trust, Inc., and Greenwich Capital Financial Products, Inc., dated as of December 6, 2004.********
	10.101			Amended and Restated Master Repurchase Agreement between New York, Mortgage Trust, Inc., The New York, Mortgage Company, LLC, New York Mortgage Funding, LLC and Credit Suisse First Boston Capital LLC, dated as of March 30, 2005.*********
	10.102			New York Mortgage Trust, Inc. 2005 Stock Incentive Plan.†
	21.01			List of Subsidiaries of the Registrant.**
	23.01			Consent of Venable LLP (included in its opinion filed as Exhibit 5.01 hereto).††
	23.02			Consent of Hunton & Williams LLP (included in its opinion filed as Exhibit 8.01 hereto).††
	23.03			Consent of Deloitte & Touche LLP.†
	24.01			Power of Attorney (included on signature page of the Registration Statement).

†		Filed herewith.
††		To be filed by amendment.
*		Previously filed as an exhibit to the Company’s Registration Statement on Form S-11, Registration No. 333-111668, and incorporated by reference herein.
**		Previously filed as an exhibit to Amendment No. 1 to the Company’s Registration Statement on Form S-11, Registration No. 333-111668, and incorporated by reference herein.
***		Previously filed as an exhibit to Amendment No. 2 to the Company’s Registration Statement on Form S-11, Registration No. 333-111668, and incorporated by reference herein.
****		Previously filed as an exhibit to Amendment No. 4 to the Company’s Registration Statement on Form S-11, Registration No. 333-111668, and incorporated by reference herein.
*****		Previously filed as an exhibit to Amendment No. 5 to the Company’s Registration Statement on Form S-11, Registration No. 333-111668, and incorporated by reference herein.
******		Previously filed as an exhibit to Amendment No. 6 to the Company’s Registration Statement on Form S-11, Registration No. 333-111668, and incorporated by reference herein.
*******		Previously filed as an exhibit to Amendment No. 7 to the Company’s Registration Statement on Form S-11, Registration No. 333-111668, and incorporated by reference herein.
********		Previously filed as an exhibit to the Company’s Form 10-K for the year ended December 31, 2004, filed with the Securities and Exchange Commission on March 31, 2005.
*********		Previously filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on April 5, 2005.

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Item 37.	Undertakings.

	(1) That, for purposes of determining any liability under the Securities Act of 1933, as amended, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in the final prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or Rule 497(h) under the Securities Act of 1933, as amended, shall be deemed to be part of this registration statement as of the time it was declared effective.
	(2) That, for the purpose of determining any liability under the Securities Act of 1933, as amended, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
	(3) To remove from registration by means of a post-effective amendment any of these securities being registered which remain unsold at the termination of the offering.
	(4) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to director, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

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	NEW YORK MORTGAGE TRUST, INC.
	(Registrant)

	By:	/s/ Michael I. Wirth

	Name: Michael I. Wirth
	Title: Executive Vice President and Chief              Financial Officer

Signature				Title		Date
/s/ Steven B. Schnall   Steven B. Schnall				Chairman of the Board and Co-Chief Executive Officer (Principal Executive Officer)		June 8, 2005
/s/ David A. Akre   David A. Akre				Director and Co-Chief Executive Officer		June 8, 2005
/s/ Michael I. Wirth   Michael I. Wirth				Chief Financial Officer, Vice President, Secretary and Treasurer (Principal Financial and Accounting Officer)		June 8, 2005
/s/ Raymond A. Redlingshafer, Jr.   Raymond A. Redlingshafer, Jr.				Director President and Chief Investment Officer		June 8, 2005
David R. Bock				Director

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Signature				Title		Date
/s/ Alan L. Hainey   Alan L. Hainey				Director		June 8, 2005
/s/ Steven G. Norcutt   Steven G. Norcutt				Director		June 8, 2005
/s/ Mary Dwyer Pembroke   Mary Dwyer Pembroke				Director		June 8, 2005
/s/ Jerome F. Sherman   Jerome F. Sherman				Director		June 8, 2005
/s/ Thomas W. White   Thomas W. White				Director		June 8, 2005

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Exhibit
Number				Exhibit Title
	1.01			Form of Underwriting Agreement, dated           , 2005, by and among New York Mortgage Trust, Inc., Friedman, Billings, Ramsey & Co., Inc. and JP Morgan Securities Inc.††
	3.01			Articles of Amendment and Restatement of New York Mortgage Trust, Inc.******
	3.02			Bylaws of New York Mortgage Trust, Inc.******
	4.01			Form of Common Stock Certificate.******
	5.01			Opinion of Venable LLP, with respect to the legality of the shares being registered.††
	8.01			Opinion of Hunton & Williams LLP with respect to tax matters.††
	10.01			Promissory Note, issued by The New York Mortgage Company, LLC on August 31, 2003, as amended and restated, on December 23, 2003, in the principal amount of $2,574,352.00, payable to Joseph V. Fierro.*
	10.02			Promissory Note, issued by The New York Mortgage Company, LLC on August 31, 2003, as amended and restated, on December 23, 2003, in the principal amount of $12,132,550.00 payable to Steven B. Schnall.*
	10.03			Master Repurchase Agreement between Credit Suisse First Boston Mortgage Capital LLC, The New York Mortgage Company, LLC, Steven B. Schnall and Joseph V. Fierro, dated October 2, 2002.*
	10.04			Amendment No. 1 to Master Repurchase Agreement between Credit Suisse First Boston Mortgage Capital LLC, The New York Mortgage Company, LLC, Steven B. Schnall and Joseph V. Fierro, dated December 4, 2002.*
	10.05			Amendment No. 2 to Master Repurchase Agreement between Credit Suisse First Boston Mortgage Capital LLC, The New York Mortgage Company, LLC, Steven B. Schnall and Joseph V. Fierro, dated February 20, 2003.*
	10.06			Amendment No. 3 to Master Repurchase Agreement between Credit Suisse First Boston Mortgage Capital LLC, The New York Mortgage Company, LLC, Steven B. Schnall and Joseph V. Fierro, dated April 22, 2003.*
	10.07			Amendment No. 4 to Master Repurchase Agreement between Credit Suisse First Boston Mortgage Capital LLC, The New York Mortgage Company, LLC, Steven B. Schnall and Joseph V. Fierro, dated July 1, 2003.*
	10.08			Amendment No. 5 to Master Repurchase Agreement between Credit Suisse First Boston Mortgage Capital LLC, The New York Mortgage Company, LLC, Steven B. Schnall and Joseph V. Fierro, dated July 7, 2003.*
	10.09			Amendment No. 6 to Master Repurchase Agreement between Credit Suisse First Boston Mortgage Capital LLC, The New York Mortgage Company, LLC, Steven B. Schnall and Joseph V. Fierro, dated July 31, 2003.*
	10.10			Amendment No. 7 to Master Repurchase Agreement between Credit Suisse First Boston Mortgage Capital LLC, The New York Mortgage Company, LLC, Steven B. Schnall and Joseph V. Fierro, dated August 4, 2003.*
	10.11			Amendment No. 8 to Master Repurchase Agreement between Credit Suisse First Boston Mortgage Capital LLC, The New York Mortgage Company, LLC, Steven B. Schnall and Joseph V. Fierro, dated August 9, 2003.*
	10.12			Amendment No. 9 to Master Repurchase Agreement between Credit Suisse First Boston Mortgage Capital LLC, The New York Mortgage Company, LLC, Steven B. Schnall and Joseph V. Fierro, dated August 28, 2003.*
	10.13			Amendment No. 10 to Master Repurchase Agreement between Credit Suisse First Boston Mortgage Capital LLC, The New York Mortgage Company, LLC, Steven B. Schnall and Joseph V. Fierro, dated September 17, 2003.*
	10.14			Amendment No. 11 to Master Repurchase Agreement between Credit Suisse First Boston Mortgage Capital LLC, The New York Mortgage Company, LLC, Steven B. Schnall and Joseph V. Fierro, dated October 1, 2003.*

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Exhibit
Number				Exhibit Title
	10.15			Amendment No. 12 to Master Repurchase Agreement between Credit Suisse First Boston Mortgage Capital LLC, The New York Mortgage Company, LLC, Steven B. Schnall and Joseph V. Fierro, dated October 31, 2003.*
	10.16			Amendment No. 13 to Master Repurchase Agreement between Credit Suisse First Boston Mortgage Capital LLC, The New York Mortgage Company, LLC, Steven B. Schnall and Joseph V. Fierro, dated December 19, 2003.*
	10.17			Credit Note between HSBC Bank USA and The New York Mortgage Company LLC, dated as of March 30, 2001.*
	10.18			Credit and Security Agreement between HSBC Bank USA and The New York Mortgage Company LLC, dated as of March 30, 2001.*
	10.19			First Amended Credit Note, dated as of May 24, 2001, between HSBC Bank USA and The New York Mortgage Company LLC, dated as of March 30, 2001.*
	10.20			First Amended Credit and Security Agreement, dated as of May 24, 2001, between HSBC Bank USA and The New York Mortgage Company LLC, dated as of March 30, 2001.*
	10.21			Second Amended Credit Note, dated as of June 18, 2001, between HSBC Bank USA and The New York Mortgage Company LLC, dated as of March 30, 2001.*
	10.22			Second Amended Credit and Security Agreement, dated June 18, 2001, between HSBC Bank USA and The New York Mortgage Company LLC, dated as of March 30, 2001.*
	10.23			Third Amended Credit Note, dated as of November 13, 2001, between HSBC Bank USA and The New York Mortgage Company LLC, dated as of March 30, 2001.*
	10.24			Third Amended Credit and Security Agreement, dated as of November 13, 2001, between HSBC Bank USA and The New York Mortgage Company LLC, dated as of March 30, 2001.*
	10.25			Fourth Amended Credit Note, dated as of January 16, 2002, between HSBC Bank USA and The New York Mortgage Company LLC, dated as of March 30, 2001.*
	10.26			Fourth Amended Credit and Security Agreement, dated as of January 16, 2002, between HSBC Bank USA and The New York Mortgage Company LLC, dated as of March 30, 2001.*
	10.27			Fifth Amended Credit Note, dated as of April 29, 2002, between HSBC Bank USA and The New York Mortgage Company LLC, dated as of March 30, 2001.*
	10.28			Fifth Amended Credit and Security Agreement, dated as of April 29, 2002, between HSBC Bank USA and The New York Mortgage Company LLC, dated as of March 30, 2001.*
	10.29			Extension Letter, dated August 26, 2002, to Credit and Security Agreement between HSBC Bank USA and The New York Mortgage Company LLC, dated as of March 30, 2001, as amended.*
	10.30			Extension Letter, dated September 11, 2002, to Credit and Security Agreement between HSBC Bank USA and The New York Mortgage Company LLC, dated as of March 30, 2001, as amended.*
	10.31			Extension Letter, dated October 28, 2002, to Credit and Security Agreement between HSBC Bank USA and The New York Mortgage Company LLC, dated as of March 30, 2001, as amended.*
	10.32			Extension Letter, dated November 27, 2002, to Credit and Security Agreement between HSBC Bank USA and The New York Mortgage Company LLC, dated as of March 30, 2001, as amended.*
	10.33			Extension Letter, dated April 15, 2003, to Credit and Security Agreement between HSBC Bank USA and The New York Mortgage Company LLC, dated as of March 30, 2001, as amended.*
	10.34			Extension Letter, dated June 24, 2003, to Credit and Security Agreement between HSBC Bank USA and The New York Mortgage Company LLC, dated as of March 30, 2001, as amended.*
	10.35			Guaranty between HSBC Bank USA, The New York Mortgage Company LLC and Steven Schnall, dated as of March 30, 2001.**
	10.36			Guaranty between HSBC Bank USA, The New York Mortgage Company LLC and Joseph V. Fierro, dated as of March 30, 2001.**
	10.37			First Amended Guaranty between HSBC Bank USA, The New York Mortgage Company LLC and Steven Schnall, dated as of May 24, 2001.*
	10.38			First Amended Guaranty between HSBC Bank USA, The New York Mortgage Company LLC and Joseph V. Fierro, dated as of May 24, 2001.*

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Exhibit
Number				Exhibit Title
	10.39			Warehousing Credit Agreement, among The New York Mortgage Company LLC, Steven B. Schnall, Joseph V. Fierro and National City Bank of Kentucky, dated January 25, 2002.*
	10.40			First Amendment, dated April 2002, to Warehousing Credit Agreement, among The New York Mortgage Company LLC, Steven B. Schnall, Joseph V. Fierro and National City Bank of Kentucky, dated January 25, 2002.*
	10.41			Second Amendment, dated June 3, 2002, to Warehousing Credit Agreement, among The New York Mortgage Company LLC, Steven B. Schnall, Joseph V. Fierro and National City Bank of Kentucky, dated January 25, 2002.*
	10.42			Third Amendment, dated November   , 2002, to Warehousing Credit Agreement, among The New York Mortgage Company LLC, Steven B. Schnall, Joseph V. Fierro and National City Bank of Kentucky, dated January 25, 2002.*
	10.43			Fourth Amendment, dated June 15, 2003, to Warehousing Credit Agreement, among The New York Mortgage Company LLC, Steven B. Schnall, Joseph V. Fierro and National City Bank of Kentucky, dated January 25, 2002.*
	10.44			Warehouse Promissory Note, between The New York Mortgage Company, LLC and National City Bank of Kentucky, dated January 25, 2002.*
	10.45			Amended and Restated Warehouse Promissory Note, between The New York Mortgage Company, LLC and National City Bank of Kentucky, dated June 3, 2002.*
	10.46			Warehousing Credit Agreement, between New York Mortgage Company, LLC, Steven B. Schnall, Joseph V. Fierro and National City Bank of Kentucky, dated as of January 25, 2002.*
	10.47			Pledge and Security Agreement, between The New York Mortgage Company, LLC and National City Bank of Kentucky, dated as of January 25, 2002.*
	10.48			Unconditional and Continuing Guaranty of Payment by Steven B. Schnall to National City Bank of Kentucky, dated January 25, 2002.*
	10.49			Unconditional and Continuing Guaranty of Payment by Joseph V. Fierro to National City Bank of Kentucky, dated January 25, 2002.*
	10.50			Amended and Restated Unconditional and Continuing Guaranty of Payment by Steven B. Schnall to National City Bank of Kentucky, dated June 15, 2003.*
	10.51			Amended and Restated Unconditional and Continuing Guaranty of Payment by Joseph V. Fierro to National City Bank of Kentucky, dated June 15, 2003.*
	10.52			Inter-Creditor Agreement, between National City Bank of Kentucky and HSBC Bank USA, dated January 25, 2002.*
	10.53			Whole Loan Purchase and Sale Agreement/Mortgage Loan Purchase and Sale Agreement between The New York Mortgage Company, LLC and Greenwich Capital Financial Products, Inc., dated as of September 1, 2003.*
	10.54			Whole Loan Custodial Agreement/Custodial Agreement between Greenwich Capital Financial Products, Inc., The New York Mortgage Company, LLC and LaSalle Bank National Association, dated as of September 1, 2003.*
	10.55			Form of New York Mortgage Trust, Inc. 2004 Stock Incentive Plan.***
	10.56			Contribution Agreement by and among Steven B. Schnall and Joseph V. Fierro and New York Mortgage Trust, Inc., dated December 22, 2003.**
	10.57			Agreement by and among New York Mortgage Trust, Inc., The New York Mortgage Company, LLC, Steven B. Schnall and Joseph V. Fierro, dated December 23, 2003.**
	10.58			Sixth Amended Credit and Security Agreement, dated as of August 11, 2003, between HSBC Bank USA and The New York Mortgage Company LLC, dated as of March 30, 2001.**
	10.59			Temporary Overadvance Note, dated as of August 11, 2003, between HSBC Bank USA and The New York Mortgage Company LLC.**
	10.60			Second Amended Guaranty between HSBC Bank USA, The New York Mortgage Company LLC and Steven Schnall, dated as of June 18, 2001.**
	10.61			Second Amended Guaranty between HSBC Bank USA, The New York Mortgage Company LLC and Joseph V. Fierro, dated as of June 18, 2001.**

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Exhibit
Number				Exhibit Title
	10.62			Third Amended Guaranty between HSBC Bank USA, The New York Mortgage Company LLC and Steven Schnall, dated as of November 13, 2001.**
	10.63			Third Amended Guaranty between HSBC Bank USA, The New York Mortgage Company LLC and Joseph V. Fierro, dated as of November 13, 2001.**
	10.64			Fourth Amended Guaranty between HSBC Bank USA, The New York Mortgage Company LLC and Steven Schnall, dated as of January 16, 2002.**
	10.65			Fourth Amended Guaranty between HSBC Bank USA, The New York Mortgage Company LLC and Joseph V. Fierro, dated as of January 16, 2002.**
	10.66			Fifth Amended Guaranty between HSBC Bank USA, The New York Mortgage Company LLC and Steven Schnall, dated as of April 29, 2002.**
	10.67			Fifth Amended Guaranty between HSBC Bank USA, The New York Mortgage Company LLC and Joseph V. Fierro, dated as of April 29, 2002.**
	10.68			Sixth Amended Guaranty between HSBC Bank USA, The New York Mortgage Company LLC and Steven Schnall, dated as of August 11, 2003.**
	10.69			Sixth Amended Guaranty between HSBC Bank USA, The New York Mortgage Company LLC and Joseph V. Fierro, dated as of August 11, 2003.**
	10.70			Credit and Security Agreement by and among HSBC Bank USA, National City Bank of Kentucky and The New York Mortgage Company LLC, dated as of December 15, 2003.**
	10.71			Guaranty between HSBC Bank USA, National City Bank of Kentucky, The New York Mortgage Company LLC and Steven B. Schnall, dated as of December 15, 2003.**
	10.72			Guaranty between HSBC Bank USA, National City Bank of Kentucky, The New York Mortgage Company LLC and Joseph V. Fierro, dated as of December 15, 2003.**
	10.73			Credit Note by and between HSBC Bank USA and The New York Mortgage Company LLC, dated as of December 15, 2003.**
	10.74			Credit Note by and between National City Bank of Kentucky and The New York Mortgage Company LLC, dated as of December 15, 2003.**
	10.75			Swingline Note by and between HSBC Bank USA and The New York Mortgage Company LLC, dated as of December 15, 2003.**
	10.76			Custodial Agreement by and among Greenwich Capital Financial Products, Inc., The New York Mortgage Corporation LLC and Deutsche Bank Trust Company Americas, dated as of August 1, 2003.**
	10.77			Master Mortgage Loan Purchase and Interim Servicing Agreement by and between The New York Mortgage Company L.L.C. and Greenwich Capital Financial Products, Inc., dated as of August 1, 2003.**
	10.78			Subordination and Pledge Agreement by and between HSBC Bank USA and Steven B. Schnall, dated as of December 15, 2003.**
	10.79			Subordination and Pledge Agreement by and between HSBC Bank USA and Joseph V. Fierro, dated as of December 15, 2003.**
	10.80			Second Amended and Restated Promissory Note, issued by The New York Mortgage Company, LLC on August 31, 2003, as further amended and restated, on December 23, 2003 and February 26, 2004, in the principal amount of $11,432,550 payable to Steven B. Schnall.***
	10.81			Second Amended and Restated Promissory Note, issued by The New York Mortgage Company, LLC on August 31, 2003, as further amended and restated, on December 23, 2003 and February 26, 2004, in the principal amount of $2,274,352, payable to Joseph V. Fierro.***
	10.82			Promissory Note, issued by New York Mortgage Funding, LLC on January 9, 2004 in the principal amount of $100,000,000.00, payable to Greenwich Capital Financial Products, Inc.***
	10.83			Guaranty between the New York Mortgage Company, LLC and Greenwich Capital Financial Products, Inc., dated as of January 9, 2004.***
	10.84			Master Loan and Security Agreement between New York Mortgage Funding, LLC and Greenwich Capital Financial Products, Inc., dated as of January 9, 2004.***

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Exhibit
Number				Exhibit Title
	10.85			Custodial Agreement between New York Mortgage Funding, LLC, Deutche Bank Trust Company Americas and Greenwich Capital Financial Products, Inc., dated as of January 9, 2004.***
	10.86			Amendment Number One, dated November 24, 2003, to the Master Mortgage Loan Purchase and Interim Servicing Agreement, dated as of August 1, 2003.***
	10.87			Amended and Restated Contribution Agreement, by and among Steven B. Schnall, Steven B. Schnall Annuity Trust U/A 3/25/04, Joseph V. Fierro, 2004 Joseph V. Fierro Grantor Retained Annuity Trust and New York Mortgage Trust, Inc., dated March 25, 2004.***
	10.88			Second Amended and Restated Contribution Agreement, by and among Steven B. Schnall, Steven B. Schnall Annuity Trust U/A 3/25/04, Joseph V. Fierro, 2004 Joseph V. Fierro Grantor Retained Annuity Trust and New York Mortgage Trust, Inc., dated April 29, 2004.****
	10.89			Amended and Restated Agreement by and among New York Mortgage Trust, Inc., The New York Mortgage Company, LLC, Steven B. Schnall and Joseph V. Fierro, dated April 29, 2004.****
	10.90			Third Amended and Restated Promissory Note, issued by The New York Mortgage Company, LLC on August 31, 2003, as further amended and restated on December 23, 2003, February 26, 2004 and May 26, 2004, in the principal amount of $11,432,550 payable to Steven B. Schnall.*****
	10.91			Third Amended and Restated Promissory Note, issued by the New York Mortgage Company, LLC on August 31, 2003, as further amended and restated, on December 23, 2003, February 26, 2004 and May 26, 2004, in the principal amount of $2,274,352 payable to Joseph V. Fierro. *****
	10.92			Form of Employment Agreement between New York Mortgage Trust, Inc. and Steven B. Schnall.******
	10.93			Form of Employment Agreement between New York Mortgage Trust, Inc. and David A. Akre.******
	10.94			Form of Employment Agreement between New York Mortgage Trust, Inc. and Raymond A. Redlingshafer, Jr.******
	10.95			Form of Employment Agreement between New York Mortgage Trust, Inc. and Michael I. Wirth.******
	10.96			Form of Employment Agreement between New York Mortgage Trust, Inc. and Joseph V. Fierro.******
	10.97			Form of Employment Agreement between New York Mortgage Trust, Inc. and Steven R. Mumma.******
	10.98			Amendment No. 1 to Employment Agreement between New York Mortgage Trust, Inc. and Steven R. Mumma dated December 2, 2004.********
	10.99			Amendment and Restated Credit and Security Agreement between HSBC Bank USA, National Association, National City Bank of Kentucky, JP Morgan Chase Bank, N.A. and The New York Mortgage Company, LLC, dated as of February 1, 2005.********
	10.100			Amended and Restated Master Loan and Security Agreement between New York Mortgage Funding, LLC, The New York Mortgage Company, LLC and New York Mortgage Trust, Inc., and Greenwich Capital Financial Products, Inc., dated as of December 6, 2004.********
	10.101			Amended and Restated Master Repurchase Agreement between New York, Mortgage Trust, Inc., The New York, Mortgage Company, LLC, New York Mortgage Funding, LLC and Credit Suisse First Boston Capital LLC, dated as of March 30, 2005.*********
	10.102			New York Mortgage Trust, Inc. 2005 Stock Incentive Plan.†
	21.01			List of Subsidiaries of the Registrant.**
	23.01			Consent of Venable LLP (included in its opinion filed as Exhibit 5.01 hereto).††
	23.02			Consent of Hunton & Williams LLP (included in its opinion filed as Exhibit 8.01 hereto).††
	23.03			Consent of Deloitte & Touche LLP.†
	24.01			Power of Attorney (included on signature page of the Registration Statement).

†		Filed herewith.
††		To be filed by amendment.

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*		Previously filed as an exhibit to the Company’s Registration Statement on Form S-11, Registration No. 333-111668, and incorporated by reference herein.

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**		Previously filed as an exhibit to Amendment No. 1 to the Company’s Registration Statement on Form S-11, Registration No. 333-111668, and incorporated by reference herein.
***		Previously filed as an exhibit to Amendment No. 2 to the Company’s Registration Statement on Form S-11, Registration No. 333-111668, and incorporated by reference herein.
****		Previously filed as an exhibit to Amendment No. 4 to the Company’s Registration Statement on Form S-11, Registration No. 333-111668, and incorporated by reference herein.
*****		Previously filed as an exhibit to Amendment No. 5 to the Company’s Registration Statement on Form S-11, Registration No. 333-111668, and incorporated by reference herein.
******		Previously filed as an exhibit to Amendment No. 6 to the Company’s Registration Statement on Form S-11, Registration No. 333-111668, and incorporated by reference herein.
*******		Previously filed as an exhibit to Amendment No. 7 to the Company’s Registration Statement on Form S-11, Registration No. 333-111668, and incorporated by reference herein.
********		Previously filed as an exhibit to the Company’s Form 10-K for the year ended December 31, 2004, filed with the Securities and Exchange Commission on March 31, 2005.
*********		Previously filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on April 5, 2005.