UNITED STATES
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D. C. 20549
  
                                   Form 10-QSB/A
  
  
  (X)  QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
  EXCHANGE
  ACT OF 1934 (Fee Required)
  
                For the quarterly period ended September 30, 1994
  
  
  ( )  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
  EXCHANGE ACT OF 1934 (No Fee Required)
  
                  For the transition period from _____ to _____
                          Commission file number 0-15179
  
  
                                NEUROTECH CORPORATION
                         ----------------------------------
                   (Name of small business issuer in its charter)
  
          Delaware                                            06-1100063
  -----------------------                                -------------------
  (State of incorporation                                 (I.R.S. Employer
  or organization)                                       Identification
  No.)
  
  45 Orchard Street, Manhasset, New York                        11030
  --------------------------------------                 -------------------
  (Address of principal executive offices)                   (Zip Code)
  
                    Issuer's telephone number: (516) 869-9663
  
  
                                  (Not Applicable)
                    ------------------------------------------
               (Former name, former address and former fiscal year 
                           if changed since last report)
  
  
       Check whether the issuer (1) filed all reports required to be filed
  by Section 13 of 15(d) of the Exchange Act during the past 12 months (or
  for such shorter period that the registrant was required to file such
  reports), and (2) has been subject to such filing requirements for the
  past
  90 days.  Yes (X) No ( )
  
       9,754,374 shares of issuer's common stock, $.01 par value, were
  outstanding at June 30, 1993.
  
  
                        NEUROTECH CORPORATION AND SUBSIDIARY
  
  
  
  
  
                                       Index
  
                                 September 30, 1994                   
  Page
  
  
  
  PART I - FINANCIAL INFORMATION
  
  Item 1.     FINANCIAL STATEMENTS
  
              Consolidated balance sheet.........................        3
                   September 30, 1994
  
              Consolidated statements of income..................        4
                   Three months ended September 30, 1994 and 1993
  
              Consolidated statements of cash flows..............        5
                   Three months ended September 30, 1994 and 1993
  
              Notes to consolidated financial statements.........        6
                   September 30, 1994
  
  
  Item 2.     MANAGEMENT'S DISCUSSION & ANALYSIS OF
              FINANCIAL CONDITION & RESULTS OF OPERATION                 7
  
  
  
  PART II -  OTHER INFORMATION                                           8
  
  
  
  SIGNATURES                                                             9
  
  
                     NEUROTECH CORPORATION AND SUBSIDIARY
                          CONSOLIDATED BALANCE SHEET
                              SEPTEMBER 30, 1994
  
  
  
                                     ASSETS
  
  Current Assets:
  
    Current assets attributable
      to discontinued operations                   $645,393
                                                   --------
       Total current assets                         645,393
  
  Property and Equipment
    attributable to discontinued
    operations, net                                  15,000
                                                   --------
                                                   $660,393
                                                   ========
  
  
                                  LIABILITIES &
                              SHAREHOLDERS' EQUITY
  
  Current liabilities:
    Due to affiliate                               $447,181
    Current liabilities attributable
      to discontinued operations                     70,027
                                                   --------
       Total current liabilities                    517,208
  
  Shareholders' equity:
    Common stock, par value $.01/share;
       20,000,000 shares authorized;
       19,608,748 shares outstanding                 98,544
    Additional paid-in-capital                    4,004,376
    Retained deficit                             (3,809,735)
                                                  ---------
                                                    293,185
  
  (Less) treasury stock, at cost                   (150,000)
  
       Total shareholders' equity                   143,185
                                                  ---------
                                                   $660,393
                                                  =========
  
  The accompanying notes to the consolidated financial statements are an
  integral part of these statements and should also be read in conjunction
  with those notes which accompanied the Company's annual report.
  
  
                     NEUROTECH CORPORATION AND SUBSIDIARY
                     CONSOLIDATED STATEMENTS OF OPERATIONS
  
  
  
                                                 FOR THE QUARTER ENDED
                                          September 30,      September 30,
                                              1994               1993
                                          -------------      -------------
  Net sales                                         $0                 $0
  Cost of sales                                      0                  0
                                                -------            -------
  Gross profit                                       0                  0
  
  Selling, general &
    administrative expenses                     69,841                  0  
                                                   -------            -------
  Loss from continuing operations              (69,841)                 0
  
  Loss from discontinued operations           (219,927)          (123,065)
                                                -------            -------
  Net loss                                   ($289,768)         ($123,065)
  
  Loss per share from
    continuing operations                          Nil                  -
  
  Loss per share from
    discontinued operations                     ($0.01)            ($0.01)
                                                 ------             ------
  Net loss per share                            ($0.01)            ($0.01)
  
  Weighted average number of common
    shares outstanding                      19,608,748          9,754,374
  
  
  
  
  
  
  
  
  The accompanying notes to consolidated financial statements are an
  integral
  part of these statements and should also be read in conjunction with
  those
  notes which accompanied the Company's annual report.
  
  
                     NEUROTECH CORPORATION AND SUBSIDIARY
                     CONSOLIDATED STATEMENT OF CASH FLOWS
                                  (Unaudited)
  
  
  
  
                                                  FOR THE QUARTER ENDED
                                                       September 30,
                                                    1994         1993
                                                   ------       ------
  
  Cash flows from operating
    activities
  
  Net loss                                       ($289,768)   ($123,065)
  
  Changes in operating assets
    and liabilities
  
  Inventory                                        139,011
  
  Due to affiliate                                (213,071)
  
  Discontinued operations                          363,828      123,065
                                                   -------      -------
  Net increase (decrease) in
    cash & cash equivalents                             $0           $0
  
  Cash & cash equivalents,
    beginning of period                                 $0           $0
                                                   -------      -------
  Cash & cash equivalents,
    end of period                                       $0           $0
  
  
  
  
  
  
  
  The accompanying notes to the consolidated financial statements are an
  integral part of these statements and should also be read in conjunction
  with those notes which accompanied the Company's annual report.
  
  
                     NEUROTECH CORPORATION AND SUBSIDIARY
  
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30,1994
                                  (UNAUDITED)
  
  NOTE A - BASIS OF PRESENTATION
  
  The accompanying unaudited consolidated financial statements have been
  prepared in accordance with generally accepted accounting principles for
  interim financial information and the instructions to Form 10-QSB and
  article 10 of Regulation S-X.  Accordingly, they do not include all
  information and footnotes required by generally accepted accounting
  principles for complete financial statements.  In the opinion of
  management, all adjustments considered necessary for a fair presentation
  have been included.  Operating results for the three month period ended
  September 30, 1994 are not necessarily indicative of results that may be
  expected for the year ending June 30, 1995.  For further information,
  refer to the consolidated financial statements and footnotes, thereto
  included in the Company's annual report on Form 10-KSB for the year
  ended June 30, 1994.
  
  In August 1996, the Company determined to discontinue its previous core
  businesses, manufacturing intracranial pressure monitoring systems,
  custom delay lines and visual systems.  The operations, assets and
  liabilities of these previous core businesses are reported as
  discontinued operations or as attributable thereto in the accompanying
  financial statements.  The accompanying proforma financial statements
  have been reclassified accordingly.
  
  In the course of the annual audit for the year ended June 30, 1995,
  various corrections and adjustments to the financial records were deemed
  necessary.  Due to the inadvertent omission of this data, the previously
  issued 10-QSB is being amended by this filing.
  
  
                      NEUROTECH CORPORATION AND SUBSIDIARY
  
               Management's Discussion and Analysis of Financial
                       Condition and Results of Operations
  
  
  
  
  As disclosed in Notes 1, 6C and 7A, of the Company's annual report 10-KSB for 
the year ended June 30, 1995 filed herewith:
  
      a)  The Company determined to discontinue its previous core
  businesses.
      b)  Effective June 1, 1994, the Company through the acquisition of
          a 49 bed acute care hospital and an affiliated home health care
          agency both located in Jasper, Texas, has commenced a new line
  of
          business.
      c)  Pursuant to a stock purchase agreement on June 28, 1994 is also
  in
          the business of distribution of non-ozone depleting flammable
          refrigerant products.
  
  If applicable, net sales from continuing operations resulted from the
  only sale to date of refrigerant products.  Future sales of refrigerant
  products are dependent upon various factors and the ability of the
  Company to provide adequate financial resources for same.  In that
  regard, the Company is actively seeking investors.
  
  Effective June 1, 1996, revenues from continuing operations will be
  provided through its health care operations.  The subsidiary which owns
  the hospital is currently in default on certain obligations arising from
  the acquisitions.  In addition, the Company does not presently have
  substantial working capital reserves.  Future operations of the health
  care operations could be significantly impacted by this present lack of
  liquidity.
  
  Management is actively seeking to restructure its present financial
  obligations.
  
  Selling, general and administrative expenses are comprised of various
  one-time charges relating to the acquisition and start-up of the health
  care operations as well as certain developmental and marketing costs
  relating to the refrigerant products.
  
  Expenditures attributable to refrigerant products are minimal due to the
  Company's lack of financial resources.  Effective June 1, 1996, selling,
  general and administrative expenses will consist of predominately the
  health care operations solely until such time as financial resources
  wan-ant otherwise.
  
  Effective August, 1996, operations and related cash flows from
  discontinued operations are expected to be minimal.
  
  
                      NEUROTECH CORPORATION AND SUBSIDIARY
  
                                OTHER INFORMATION
  
  
  Item 1     Legal Proceedings
  
             No new legal proceedings or material development has occurred
  in
             this quarter.  For further information regarding pending
  legal
             proceedings, refer to the Company's annual report on Form 10-KSB
             for the year ended June 30, 1993.
  
  
  Items 2-5  Inapplicable
  
  
  Item 6     Exhibits and Reports on Form 8-K
  
             (a)  Exhibits 
                  None
  
             (b)  Reports on Form 8-K 
                  None
  
  
                      NEUROTECH CORPORATION AND SUBSIDLKRY
  
  
                                    SIGNATURES
  
  
       in accordance with the requirements of the Exchange Act, the
  registrant caused this report to be signed on its behalf by the
  undersigned, thereunto duly authorized.
  
  
                                                 NEUROTECH CORPORAITON
  
  
  
  
  
                                                BY: /s/  Bernard Artz
                                                    ---------------------
                                                    Chairman of the Board