**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**WASHINGTON,
      DC 20549**




**FORM
      10-KSB/A**


**Amendment
      No. 2**




**x**
            **ANNUAL
                REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
                1934**For the
              fiscal year
              ended December 31, 2006




** ̈**
            **TRANSITION
                REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
                1934**




Commission
      File Number   001-33426




NEURO-HITECH,
      INC.


**(Exact
      name of Small Business Issuer as Specified in its Charter)**




Delaware
            
            20-4121393**(State
                or Other Jurisdiction of**
            
            **(I.R.S.
                Employer****Incorporation
                or Organization)**
            
            **Identification
                No.)**





One
      Penn Plaza, Suite 1503, New York, NY 10019


**(Address
      of Principal Executive Offices)**




(212)
      594-1215


**(Issuer’s
      Telephone Number, Including Area Code)**





Securities
      registered under Section 12(b) of the Exchange Act:




Title
                of each class
            
            Name
                of each exchange on which registeredCommon
                Stock, $0.001 par value per share
            
            NASDAQ
                Capital Market





Securities
      registered under Section 12(g) of the Exchange Act:




Check
      whether the issuer is not required to file reports pursuant to Section 13 or
      15(d) of the Exchange Act.  ̈





Check
      whether the issuer: (1) filed all reports required to be filed by Section 13
      or
      15(d) of the Exchange Act during the past 12 months (or for such shorter period
      that the registrant was required to file such reports), and (2) has been
      subject to such filing requirements for the past 90 days.      
  Yes þ No o





Check
      if
      there is no disclosure of delinquent filers in response to Item 405 of
      Regulation S-B contained in this form, and no disclosure will be contained,
      to
      the best of registrant’s knowledge, in definitive proxy or information
      statements incorporated by reference in Part III of Form 10-KSB or any amendment
      to this Form 10-KSB. þ





Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act).


 ̈ Yes þ No





State
      issuer’s revenues for its most recent fiscal year.   $304,240










The
      aggregate market value of the voting and non-voting common equity held by
      non-affiliates of the registrant as of April 12, 2007, based upon the closing
      price of the common stock as reported on the OTC Bulletin Board as of such
      date,
      was approximately $50,000,000.





The
      number of shares outstanding of each of the issuer’s classes of common equity,
      as of March 30, 2007 is:




Common Stock
            12,333,537






**DOCUMENTS
      INCORPORATED BY REFERENCE**





NONE





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










**EXPLANATORY
      NOTE**




We
      are
      filing this Amendment No. 2 to our Annual Report on Form 10-KSB for the fiscal
      year ended December 31, 2006 solely to provide the information required in
      Item
      8A of Form 10-KSB and required by Items 307 and 308(c) of Regulation S-B which
      was omitted in the previously filed 10-KSB.




This
      Form
      10-KSB/A does not reflect events occurring after the filing of the original
      Form
      10-KSB, or modify or update those disclosures in any way.





**PART
      II**




**ITEM
      8A. CONTROLS AND PROCEDURES**





**(a)
      Evaluation of Disclosure Controls and Procedures**





Our
      Chief
      Executive Officer and our Chief Financial Officer evaluated our disclosure
      controls and procedures, as such term is defined in Rule 13a-15 or 15d-15(e)
      promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange
      Act"), as of the end of the period covered by this Annual Report on Form 10-KSB,
      as amended (the “Evaluation Date”). Based on this evaluation, our Chief
      Executive Officer and Chief Financial Officer concluded as of the Evaluation
      Date that our disclosure controls and procedures were effective to provide
      reasonable assurance that the information required to be disclosed by us in
      periodic SEC reports is accumulated and communicated to our management,
      including our Chief Executive Officer and Chief Financial Officer, as
      appropriate to allow timely decisions regarding required disclosure, and that
      such information is recorded, processed, summarized and reported within the
      time
      periods specified in SEC rules and forms.





**(c)
      Changes in Internal Control over Financial Reporting**





There
      was
      no change in our internal control over financial reporting that occurred during
      the period covered by this Annual Report on Form 10-KSB, as amended, that has
      materially affected, or is reasonably likely to materially affect, our internal
      control over financial reporting.





**PART
      III**





**ITEM
      13. EXHIBITS**





The
      following exhibits are filed herewith:





31.1
              Certification
                  of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley
                  Act of 2002. 31.2
              Certification of Chief Financial
                Officer
                Pursuant to Section 302 of the Sarbanes-Oxley Act of
                2002.




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**SIGNATURES**





In
      accordance with Section 13 or 15(d) of the Exchange Act, the registrant has
      duly
      caused this Amendment No. 2 to be signed on its behalf by the undersigned
      thereunto duly authorized.




**NEURO-HITECH,
                INC.**
              (Registrant)Date: December
              7, 2007
            
            /s/ David
              BarrettDavid
              BarrettChief
                Financial Officer





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