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

                                   Form 10-QSB

   ( X ) QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                           ACT OF 1934 (Fee Required)

             For the quarterly period year ended September 30, 2002

   ( ) 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 DEVELOPMENT CORPORATION
                 (Name of small business issuer in its charter)



                DELAWARE                               06-1100063
        -----------------------                      ---------------
        (State of incorporation                       (IRS Employer
           or organization)                        Identification No.)

10 CEDAR SWAMP ROAD, GLEN COVE, NEW YORK,                11542
-----------------------------------------            ---------------
(Address of principal executive offices)               (Zip Code)

        Issuer's telephone number:                   (516) 671-2400
                                                     ---------------


                                       N/A
               (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 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.

Yes ( X ) No ( )
    -----    ----

168,139,680  shares of issuer's  common  stock were  outstanding  at January 31,
2003.

Transitional Small Business Disclosure Format (Check One): Yes    No  X
                                                              ---    ---

<PAGE>


                             TABLE OF CONTENTS

                          ITEM NUMBER AND CAPTION

PART I                                                                PAGE
                                                                     -------
  ITEM 1.   FINANCIAL STATEMENTS                                      2 - 6
  ITEM 2.   MANAGEMENT'S DISCUSSION AND PLAN OF OPERATIONS            7 - 11
  ITEM 3.   CONTROLS AND PROCEDURES                                    12

PART II

  ITEM 1.   LEGAL PROCEEDINGS                                          12
  ITEM 2.   CHANGES IN SECURITIES                                      12
  ITEM 3.   DEFAULTS UPON SENIOR SECURITIES                            12
  ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS        12
  ITEM 5.   OTHER INFORMATION                                          12
  ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K                           12

Signature                                                              13

Certification                                                          14


                                        2


<PAGE>



                         PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.


                        NEUROTECH DEVELOPMENT CORPORATION

                           CONSOLIDATED BALANCE SHEET

                               SEPTEMBER 30, 2002
                                   (Unaudited)

                                     ASSETS



CASH                                                         $            3,001
                                                               -----------------
                                                             $            3,001
                                                               =================


                      LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES:
 Accounts payable                                            $          822,189
 Accrued expenses                                                       346,267
 Accrued salaries officers                                            1,793,750
 Accounts payable - related parties                                     749,893
 Net liabilities of discontinued operations                           1,359,195
                                                               -----------------
         TOTAL CURRENT LIABILITIES                                    5,071,294

STOCKHOLDERS' DEFICIT:
 Common stock - Class A; par value $0.01 per share
  authorized 180,000,000 shares; issued 150,620,734                   1,506,207
 Common stock - Class B; par value $0.01 per share
  authorized 18,000,000 shares; issued 11,518,946                       115,189
 Preferred stock; par value $0.01 per share
  authorized 2,000,000 shares issued and outstanding -0-                   -
 Additional paid-in capital                                          36,227,366
 Accumulated deficit                                                (39,417,732)
                                                               -----------------
                                                                     (1,568,970)

 Accounts receivable from exercise of stock options                  (1,765,000)
 Note receivable from sale of common stock                             (156,060)
 Deferred compensation                                                 (544,230)
 Treasury stock - Class A; 4,090,909 shares, at cost                   (943,666)
 Treasury stock - Class B; 9,091 shares, at cost                        (90,367)
                                                               -----------------
         TOTAL STOCKHOLDERS' DEFICIT                                 (5,068,293)
                                                               -----------------
                                                             $            3,001
                                                               =================




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

                                        2

<PAGE>

                        NEUROTECH DEVELOPMENT CORPORATION

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                  (Unaudited)
<TABLE>
<CAPTION>

                                                                                Three Months Ended September 30,
                                                                        -------------------------------------------------
                                                                                   2002                     2001
                                                                        -----------------------     ---------------------

<S>                                                                 <C>                           <C>
Revenue                                                             $                -            $            -
                                                                        -----------------------     ---------------------

Operating expenses:
 Salaries and benefits                                                            368,750                   692,611
 Consulting services                                                            1,367,064                    26,442
 Professional fees                                                                 44,005                   140,944
 Travel                                                                            34,476                    54,559
 Administrative                                                                    72,786                    48,422
                                                                        -----------------------     ---------------------
  Total operating expenses                                                      1,887,081                   962,978
                                                                        -----------------------     ---------------------
Loss before other income                                                       (1,887,081)                 (962,978)

Other income - gain on extinguishment of debt                                      86,397                      -
                                                                        -----------------------     ---------------------

Net loss                                                            $          (1,800,684)       $         (962,978)
                                                                        =======================     =====================

Basic and diluted loss per share                                    $               (0.01)       $           (0.01)
                                                                        =======================     =====================

Weighted average number of common
 Shares outstanding                                                           158,139,680                66,339,869
                                                                        =======================     =====================


</TABLE>



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

                                        3

<PAGE>

                        NEUROTECH DEVELOPMENT CORPORATION

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                                                    Three Months Ended September 30,
                                                                              ---------------------------------------------
                                                                                     2002                     2001
                                                                              --------------------    ---------------------

CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                                     <C>                         <C>
 Net loss                                                               $              (1,800,684)  $             (962,978)
                                                                              --------------------    ---------------------
 Adjustments to reconcile net loss
  to net cash provided by operating activities:

  Amortization of deferred consulting fees                                              1,367,064                   26,442
  Stock issued for services                                                               160,000                1,027,472

 Changes in assets and liabilities:
  Accounts payable and accrued expenses                                                  (149,346)                 (64,720)
  Accrued salaries officers                                                               368,750                     -
  Accounts payable related party                                                           56,469                  (26,216)
                                                                              --------------------    ---------------------
              TOTAL ADJUSTMENTS                                                         1,802,937                  962,978
                                                                              --------------------    ---------------------

NET CASH  PROVIDED BY OPERATING ACTIVITIES                                                  2,253                        -
                                                                              --------------------    ---------------------

NET INCREASE IN CASH                                                                        2,253                        -

CASH, BEGINNING OF PERIOD                                                                     748                        -
                                                                              --------------------    ---------------------

CASH, END OF PERIOD                                                         $               3,001   $                    -
                                                                              ====================    =====================


</TABLE>

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

                                        4


<PAGE>



                        NEUROTECH DEVELOPMENT CORPORATION

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

NOTE 1. 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. 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,
2002 are not necessarily indicative of results that may be expected for the year
ending  June 30,  2003.  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, 2002.

NOTE 2. ORGANIZATION AND NATURE OF OPERATIONS

The  accompanying  consolidated  financial  statements  have  been  prepared  in
conformity with generally  accepted  accounting  principles,  which contemplates
continuation  of the  Company  as a going  concern.  However,  the  Company  has
incurred significant losses since inception resulting in a stockholders' deficit
of  ($5,068,293)  and working  capital  deficit of ($5,068,293) at September 30,
2002. In addition, the Company's only asset is cash of $3,001. Effective October
17, 1998, the Company discontinued all of its previous operations. The Company's
subsidiary,  Global Health Enterprises,  Inc.  ("Global"),  has defaulted on its
obligations  and Global's  secured  creditors  have taken  substantially  all of
Global's  assets.  These  factors  raise  substantial  doubt about the Company's
ability to continue as a going concern. The accompanying financial statements do
not include any adjustments relating to the recoverability and classification of
recorded assets, or the amounts and  classification of liabilities that might be
necessary in the event the Company cannot continue in existence.

In view of these  matters,  the continued  existence of the Company is dependent
upon its ability to meet its financing requirements and, ultimately, the success
of its planned future  operations.  Management  believes that actions  presently
being  taken to  acquire  an  existing  business  and to  develop  a new line of
business constructing  prefabricated  hospitals in third world countries provide
the Company the opportunity to continue as a going concern.  However,  there can
be no assurance  that the planned  acquisitions  or new line of business will be
successful.

NOTE 3. DISCONTINUED OPERATIONS

Effective July 1, 1998, the Company  discontinued  and sold its home health care
business.  Effective  October 17, 1998, the Company  discontinued and closed its
hospital  operations.  In  connection  with the  closing  of the  hospital,  the
Company's  secured creditors  assumed  substantially  all assets of Global,  the
Company's wholly-owned subsidiary.

                                        5


<PAGE>



                        NEUROTECH DEVELOPMENT CORPORATION

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

NOTE 3. DISCONTINUED OPERATIONS - continued

Net liabilities of discontinued operations consist of the following:




        Notes payable                                        ($  385,747)
        Accounts payable and accrued expenses                (   973,448)
                                                             ------------

          Net liabilities of discontinued operations         ($1,359,195)
                                                              ==========

NOTE 4. CONTINGENCIES

DVI Business Credit Corp.,  and DVI Financial  Services,  Inc. have filed claims
against the Company for alleged breaches of guarantee agreements relating to two
promissory  notes made by Global and  guaranteed  by the  Company.  DVI Business
Credit Corp. has also filed a motion for partial  summary  judgment on its claim
relating to its loan against the accounts  receivable of Global. The Court found
that the promissory note is valid and enforceable.  However,  the amount owed is
still in dispute.  DVI has not provided to the Company an acceptable  accounting
for the collateral.  The Company contends that the collateral assumed by DVI was
sufficient to satisfy the Company's obligation.  However,  should the Company be
completely  unsuccessful,  the ultimate exposure could range up to approximately
$516,760 plus attorney's fees. At this point, it is uncertain as to the ultimate
resolution  of this matter and it is  uncertain as to the amount,  if any,  that
will finally be recovered by the  Plaintiffs.  The Company  believes that it has
adequately  accrued its future  obligations and that the ultimate  resolution of
this matter will not have a material effect on its financial position.

NOTE 5. STOCK OPTIONS

A reconciliation of stock options outstanding as of September 30, 2002 is as
follows:

                                                               Shares
                                                                (000)
                                                               ------
         Outstanding, July 1, 2002                                200
              Granted                                               -
              Exercised                                             -
              Forfeited                                             -
                                                               ------

         Outstanding, September 30, 2002                          200
                                                               ======


NOTE 6.   STOCKHOLDERS' EQUITY

In July 2002, the Company issued 2,000,000 shares of common stock for services
rendered. All issuances of common stock were valued at the market price.

In August 2002, the Company issued 4,000,000 shares of common stock to its
wholly owned subsidiary Neurotech Shanghai. The Company also invested 6,000,000
shares of common stock in Empire Management Ltd. However, these shares have not
yet been accepted by Empire Management Ltd. due to their value being less than
the minimum required share of registered capital for the Company.

                                        6

<PAGE>

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

Certain  statements  contained herein are not based on historical facts, but are
forward-looking statements that are based upon numerous assumptions about future
conditions that could prove not to be accurate. Actual events,  transactions and
results may  materially  differ from the  anticipated  events,  transactions  or
results  described in such statements.  The Company's ability to consummate such
transactions  and achieve such events or results is subject to certain risks and
uncertainties. Such risks and uncertainties include, but are not limited to, the
existence of demand for and  acceptance of the Company's  products and services,
regulatory  approvals,  including  those of foreign  governments  and regulatory
changes,  risks relating to international  investments and business  operations,
dependence upon suppliers and strategic partners,  adverse economic  conditions,
the impact of competition, the ability to obtain financing, the ability to reach
final  agreements,  the costs of  financing  and  other  factors  affecting  the
Company's business that are beyond the Company's control. The Company undertakes
no  obligation  and does not  intend to  update,  revise or  otherwise  publicly
release the result of any revision to these forward-looking  statements that may
be made to reflect future events or circumstances.

Results of Operations And Plan of Operation

Liquidity and Capital Resources

At  September  30, 2002 the  company  had $3,001  cash on hand.  The company has
incurred   significant   losses  since  inception   resulting  in  a  cumulative
stockholders'  deficit and a working  capital deficit of $5,608,293 at September
30, 2002.

Result of Operations

The  Company had no  revenues  in this  quarter.  The Company had losses for the
three months  ended  September  30, 2002 and 2001 of  $1,800,684  and  $962,978,
respectively. The losses resulted primarily from expenses incurred in the design
and development of a rapid deployment healthcare system.

Management continues to expend significant time and effort in implementing and
exploring future lines of business. Because of lack of revenues, stock of the
Company has been utilized where possible and practical as payment for expenses
of the Company. These large amounts of stock issuances have resulted in
recognized expenses.

                                       7
<PAGE>

While  the  Company  has  produced  some  significant  revenue  from  continuing
operations  since fiscal 2002, the Company has elected to allow its contracts to
be  cancelled  to  satisfy  the  requirements  of the  previous  auditor,  Holtz
Rubinstein,  who has since  withdrawn  from the  account.  The Company is making
every effort to restore the  contract but cannot make any guaranty  that it will
be  successful.  Additionally  the  Company's  Hong Kong  joint  venture  Empire
Management  Ltd. is in danger of being  terminated  due to the  delisting of the
Company in November 2002, due to the failure of the auditor to issue an opinion.
The Company had invested 6,000,000 shares of the Company's A common shares as an
investment.  The  certificates of common stock are still held by the Company due
to its  value  being  less than the  minimum  required  share of the  registered
capital for the Company.  The Company  believes it has moved  forward in forming
strategic  relationships,  developing  services,  and  marketing  the  Company's
proprietary healthcare system. The Company's healthcare system is intended to be
a turnkey rapid deployment  healthcare system for the third world using, in most
cases,  prefabricated  building  systems  purchased  in the  United  States  and
proprietary  operational  and  training  programs.  "Turnkey  rapid  development
healthcare system" means a complete healthcare system,  including  construction,
operational links, software,  insurance and education.  Management hopes that it
will develop  positive cash flow in 2003,  but there can be no assurance that it
will do so, and, in fact,  management has previously  miscalculated  how long it
will take to develop  positive cash flow. All of the Company's  planned projects
are major capital  undertakings and require numerous approvals at many levels of
government,  most of which are foreign  governmental  entities or agencies.  The
Company  currently  believes  that it should be able to meet all of its clients'
material  requirements,  assuming its clients can arrange  financing and satisfy
the other provisions of the arrangements with the Company, such as obtaining all
necessary  government  approvals.   The  Company  has  changed  its  methods  of
operations  in  China,  and has put each  contract  forward  for  "Bid" by local
construction companies.  The Company requires completion bonds as a component of
the Bid. The Company will act as contract administrator for which it will earn a
10% administrative fee on the construction, but will act as a regular vendor for
the medical equipment,  operational systems, EDP, personnel training and medical
disposables and primary pharmaceutical inventory.

The Company's  litigation  with DVI has been ordered to mediation by the courts,
no settlement has been reached, but the company anticipates the findings of such
mediation should be equitable for both parties. Such a settlement may take place
over a 3 year period and may require the issuance of stock or warrants.

The Company continues to aggressively  market its proprietary  healthcare system
in China,  Indonesia,  and other parts of Asia. The Company has added additional
representatives in China, as well as additional staff in China and has created a
series of new strategic vendor  relationships to replace CCS it's previous joint
venture partner.

The Company  believes that many cities in Asia,  Eastern Europe,  South America,
Africa,  Central America and other parts of the world are potential  markets for
the Company's  system.  The Company has created new strategic  relationships  to
expand its markets in Eastern Europe,  the  Philippines  and India.  The Company
believes that  licensed  physicians  in many  countries  would find the services
offered  by  the  Company's   subsidiary,   Doctors4Doctors.com,   Inc.,  to  be
beneficial. See "Doctors4Doctors Activities" below. The Company has expanded the
professional management and services of Doctors4Doctors.

                                       8
<PAGE>

                          Financial Advisory Agreement

The  Company  has now  completed  the  terms  of all of its  financial  advisory
agreements.  The Company  intends to continue  its  relationship  with  RobScott
Trading Inc. as previously  reported,  February  2002,  and intends to work with
RobScott in the areas of merger and acquisition.

On December 5, 2000,  the Company  entered  into a two-year  financial  advisory
agreement with Security Capital Trading,  Inc. ("Security  Capital").  Under the
terms of the  agreement,  Security  Capital  provided  consulting  advice  as an
investment  banker to the Company.  The  agreement  contemplates  that  Security
Capital will  independently  review  financial and similar  matters  relating to
Neurotech's  business,  which  includes  its  overseas  contracts  in China  and
Indonesia, its planned acquisitions, financial instruments, current investments,
and  management.  Pursuant  to its review and  findings,  Security  Capital  has
prepared a report for the  Neurotech  Board of  Directors,  as well as  assisted
Neurotech in preparing a strategic plan addressing its financing, management and
acquisition  program  needs.  The  Company  has issued  1,025,641  shares of the
Company's  common stock to Security Capital for its services.  In addition,  the
Company has issued 102,564 shares of the Company's common stock to a third party
in  consideration  for its services.  This contract expires in December 2002 and
will not be renewed.

        Letters of Understanding for Construction in China and Indonesia

Neurotech has letters of understanding  with Indonesian and Chinese companies or
authorities  to implement its health care system and provide  documentation  and
financing.  In  Indonesia,   the  Company  has  executed  two  such  letters  of
understanding with Techni-Lube  Singapore PTE, Ltd. for three tertiary hospitals
in Jakarta and one in Bandung. In China,  Neurotech has letters of understanding
with the  Hongyan  Economic  Industry  & Trade  Co.,  Ltd.,  the Xian  Municipal
Government,  the Zhen Jiang Province Riyueming Economic and Trade Co., Ltd., the
People's Government of Jiading, Shanghai, The People's No.4 People's Hospital in
Tai-Zing  City,  Ren'ai  Tumours  Therapeutic  Centre,  the Jiangsu  Development
Authority,  the Shanghai Dadian Biological Technology Development Co., Ltd., and
the Zhongshan  Hospital  affiliated to Medical  Center of Fudan  University  for
various  types of  facilities  and services.  Bank  guarantees  provided from an
Indonesian  customer  described above have expired and have been  rescheduled to
mature in December,  2002. There is no assurance that these  instruments will be
honored at maturity for various  reasons,  including  the current  political and
economic  crisis  in  Indonesia.  There  can be no  assurance  that any of these
projects will prove to be feasible or, if so, that they will be  completed.  All
of the  above  mentioned  contracts  in  China  have  been  put  out  for bid in
accordance  with the  Company's new  operating  plan for China.  The Company has
begun  construction on one of its oldest  contracts,  Shanghai Dadian Biological
Technology  Development Co., and 3,000 bed nursing home facility.  This contract
has been cancelled and the Company is seeking to have it  reinstated,  but makes
no representations as to that reinstatement.

The Company had planned to begin  construction of the hospitals in Indonesia and
China in March 2000, June 2000, and June 2001. However,  estimated  construction
start dates have been  revised to  mid-2003  because of delays  associated  with
implementing   payment  facilities   acceptable  to  the  Company.  The  Company
anticipates  that it will be paid in advance for each phase of the  construction
work, and that it will not have to raise any  additional  funds to support these
projects beyond amounts received for the projects.  However,  the Company cannot
be  certain  that the  funding  will be  obtained  and,  if so,  when it will be
obtained. 9
<PAGE>

                           Doctors4Doctors Activities

The Company has named Dr. Fredrick Lane as President of Doctors4Doctors ("D4D").
Dr. Lane represents  experienced management in physician services and continuing
education.  Dr. Lane is a former Dean of Students at Harvard  University Medical
School, and brings with him additional  expertise and product concepts which are
being integrated into the Doctors4Doctors medical services. Doctors4Doctors.net,
Neurotech's  physician services website for licensed physicians only, has opened
its web site for  registration  and is  piloting  services  in beta form at this
time. Work has begun on Chinese language  architecture for its website,  and the
Company is  attempting to position  itself with a strategic  partner to act as a
value  added  reseller.  China,  which  has  approximately  3  million  licensed
physicians,  is seen as the  largest  new market for these  services.  China has
numerous  medical  websites,  many of  which  are  operating  profitably.  D4D's
telemedicine  and continuing  education are seen as the largest  potential usage
items  in  this  marketplace.  The  Company  plans  to  position  all of its new
healthcare facilities as institutional members of Doctors4Doctors, and is in the
process of trying to create  institutional  membership software that potentially
could be used by healthcare  institutions  around the world. Dr. Lane has worked
diligently in the areas of "compliance  services" for physicians to meet the new
Federal Regulations.  The Company hopes to introduce these services prior to mid
year 2003.

                           China's Accession Into WTO

Management  believes that China's  accession  into the World Trade  Organization
(WTO) will increase the chances of governmental approval of Neurotech's projects
and will encourage new sources of capital to enter the Chinese market.

                                 Hospital Ships

This  project  has been  temporarily  set aside  pending  reorganization  of the
financing  parties.  While it is  expected  the vendors  shall be the same,  the
nature of deployment and ownership will change. The company is in the process of
negotiating with additional  potential users of these vessels.  The cost benefit
of producing these ships in China,  with the deployment of Neurotech's operating
system and training  program,  supported  by  Telemedicine  and  Doctors4Doctors
services,  make these ships viable for  deployment in areas where  healthcare is
not available.  Neurotech  continues to negotiate with an  international  relief
agency for the deployment of a series of these vessels in Africa,  but there can
be no assurance that such negotiations will be successful.

                              Venezuela Agreement

On August 21,  2001,  the Company  entered into an agreement to build 19 turnkey
acute care  hospitals in Venezuela with Ciudad Medica  Neveri.  These  hospitals
will be based upon the standard configuration of the Company's existing products
and will be  adapted  to the local  morbidity  requirements  of each  area.  The
contract  requires a working deposit of  $60,000,000.  Ciudad Medica Neveri is a
private company,  which the Company believes is duly licensed to own and operate
hospitals in  Venezuela.  The first two  hospitals  are scheduled to be built in
Barcelona and Merida. There is no assurance that the deposit will be received or
that  construction  will be commenced.  This  uncertainty  is highlighted by the
financial and political crisis in Argentina.  This crisis has impacted the local
currency and economy and the  availability  of financing for this  project.  The
customer  continues  to  attempt  to  arrange  funds  for this  project.  Recent
political  and  economic  instability  in  Venezuela  has  delayed  the  initial
construction of this project.  However, our customer has expressed confidence in
commencing soon.

               Neurotech Development Corporation Changes Auditors

Neurotech  Development  Corporation  formally entered into an agreement with BDO
Shanghai  Zhonghua  on April 12,  2002,  whereby  BDO  Shanghai is to act as the
Company's auditors. The company filed a form 8K with the Securities and Exchange
Commission  at that  time.  BDO  completed  work for one  quarter,  and has been
terminated.

Holtz Rubinstein  replaced BDO as auditors as reported,  but Holtz  subsequently
withdrew and were  replaced by Sherb & Co. Sherb & Co.  completed  the audit for
the period ended June 30, 2002.

                                       10
<PAGE>

      Construction Contract with Shanghai Dadian Biological Technology Co.
     Ltd. for the Construction of the Ren De Convalesent Hospital Cancelled

The Company consented to the cancellation of this $52,000,000  contract in order
to allow the previous  auditor to set forth a  determination  that no additional
monies were due to the  subcontractor,  China  Guangsha.  The Company is working
diligently to have this contract reinstated.

CRITICAL ACCOUNTING POLICIES

         A summary of significant accounting policies is included in Note 2 to
the audited consolidated financial statements included in the Company's Annual
Report on Form10-KSB for the year ended June 30, 2002. Management believes that
the application of these policies on a consistent basis enables the Company to
provide useful and reliable financial information about the company's operating
results and financial condition.

EFFECT OF NEW ACCOUNTING STANDARDS

SFAS No. 145, Rescission of FASB Statements No. 4, 44, and 64, Amendment of FASB
Statement  No.  13,  and  Technical  Corrections  was issued  April  2002.  This
Statement  rescinds  FASB  Statement  No. 4,  Reporting  Gains and  Losses  from
Extinguishment  of Debt, and an amendment of that Statement,  FASB Statement No.
64,  Extinguishments  of Debt Made to Satisfy  Sinking-Fund  Requirements.  This
Statement also rescinds FASB Statement No. 44,  Accounting for Intangible Assets
of Motor Carriers.  This Statement amends FASB Statement No. 13,  Accounting for
Leases,  to  eliminate an  inconsistency  between the  required  accounting  for
sale-leaseback  transactions  and the  required  accounting  for  certain  lease
modifications  that have  economic  effects  that are similar to  sale-leaseback
transactions.   This  Statement   also  amends  other   existing   authoritative
pronouncements  to make various  technical  corrections,  clarify  meanings,  or
describe their applicability  under changed  conditions.  The provisions of this
Statement  related to the  rescission  of Statement 4 shall be applied in fiscal
years  beginning  after May 15, 2002.  The provisions in paragraph 8 and 9(c) of
this  Statement  related to  Statement 13 shall be  effective  for  transactions
occurring  after May 15, 2002. All other  provisions of this Statement  shall be
effective for financial  statements issued on or after May 15, 2002. The effects
of implementation are not material.

SFAS No. 146 Accounting for Costs  Associated  with Exit or Disposal  Activities
was  issued  June  2002.  This  Statement  addresses  financial  accounting  and
reporting for costs  associated  with exit or disposal  activities and nullifies
Emerging  Issues Task Force  (EITF) Issue No. 94-3,  Liability  Recognition  for
Certain  Employee  Termination  Benefits  and  Other  Costs to Exit an  Activity
(including  Certain Costs Incurred in a  Restructuring).  The provisions of this
Statement  are  effective  for exit and disposal  activities  that are initiated
after December 31, 2002.

In  September  2002,  the FASB  issued  SFAS No.  147,  Acquisition  of  Certain
Financial  Institutions.  SFAS  No.  147  changed  the  special  accounting  for
unidentifiable  intangible  assets  recognized  under  SFAS No.  72.  Transition
provisions  for  previously  recognized  unidentifiable  intangible  assets were
effective on October 1, 2002. The effects of implementation had no impact on the
Company's consolidated financial statements.


                                       11
<PAGE>

ITEM 3.  CONTROLS AND PROCEDURES.

Within the 90-day  period prior to the filing of this report,  an  evaluation of
the effectiveness of the Company's  disclosure  controls and procedures was made
under the supervision and with the  participation  of the Company's  management.
Based on that  evaluation,  management  concluded that the Company's  disclosure
controls and procedures are effective to ensure that information  required to be
disclosed  by the  Company  in  reports  that it  files  or  submits  under  the
Securities Exchange Act of 1934 is recorded, processed,  summarized and reported
within the time periods  specified in Securities and Exchange  Commission  rules
and forms. Subsequent to the date of their evaluation, there were no significant
changes  in the  Company's  internal  controls  or in other  factors  that could
significantly  affect these  controls,  including  any  corrective  actions with
regard to significant deficiencies and material weaknesses.


                           PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

The Company's litigation with DVI has been ordered to mediation by the Court.
Such mediation is expected to be initiated in March 2003.

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS.

In July 2002, the Company issued 2,000,000 shares of common stock for services
rendered. All issuances of common stock were valued at the market price.

In August 2002, the Company issued 4,000,000 shares of common stock to its
wholly owned subsidiary Neurotech Shanghai. The Company also invested 6,000,000
shares of common stock in Empire Management Ltd. However, these shares have not
yet been accepted by Empire Management Ltd. due to their value being less than
the minimum required share of registered capital for the Company.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

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

None.

ITEM 5. OTHER INFORMATION.

None.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.

Exhibit 99.1 Certification

Form 8-K was filed January 7, 2003 to indicate change of Independent Accountants
under Item 4.

                                       12
<PAGE>


                                   SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized this 11th day of February, 2003.

                       NEUROTECH DEVELOPMENT CORPORATION


             By:  /S/  Bernard Artz
                       ---------------------------
                       Bernard Artz, Chairman and
                       Chief Financial Officer



                                       13


<PAGE>

                                 CERTIFICATION
            Pursuant to Section 302 of the Sarbanes Oxley Act of 2002

I, Bernard Artz, certify that:

1.         I have reviewed this quarterly report on Form 10-QSB of Neurotech
           Development Corporation.

2.         Based on my knowledge, this quarterly report does not contain any
           untrue statement of a material fact or omit to state a material fact
           necessary to make the statements made, in light of the circumstances
           under which such statements were made, not misleading with respect to
           the period covered by this quarterly report;

3.         Based on my knowledge, the financial statements, and other financial
           information included in this quarterly report, fairly present in all
           material respects the financial condition, results of operations and
           cash flows of the registrant as of, and for, the periods presented in
           this quarterly report;

4.         I (herein the "Certifying Officer") am responsible for establishing
           and maintaining disclosure controls and procedures (as defined in
           Exchange Act Rules 13a-14 and 15d-14) for the registrant and I have:

              a)      designed such internal controls to ensure that material
                      information relating to the registrant, including its
                      consolidated subsidiaries (collectively the "Company"), is
                      made known to the Certifying Officer by others within the
                      Company, particularly during the period in which this
                      quarterly report is being prepared;

              b)      evaluated the effectiveness of the registrant's internal
                      controls as of a date within 90 days prior to the filing
                      date of this quarterly report (the "Evaluation Date"); and

              c)      presented in this quarterly report the conclusions of the
                      Certifying Officer about the effectiveness of the
                      disclosure controls and procedures based on our evaluation
                      as of the Evaluation Date;

5.         The registrant's Certifying Officer has disclosed, based on our
           most recent evaluation, to the registrant's auditors and the audit
           committee of the registrant's board of directors:

              a       all significant deficiencies (if any) in the design or
                      operation of internal controls which could adversely
                      affect the registrant's ability to record, process,
                      summarize and report financial data and have identified
                      for the registrant's auditors any material weaknesses in
                      internal controls; and

              b)      any fraud, whether or not material, that involves
                      management or other employees who have a significant role
                      in the registrant's internal controls; and

6.         The registrant's Certifying Officer has indicated in this quarterly
           report whether or not there were significant changes in internal
           controls or in other factors that could significantly affect internal
           controls subsequent to the date of our most recent evaluation,
           including any corrective actions with regard to significant
           deficiencies and material weaknesses.

Date: February 11, 2003

                                   By:/s/ Bernard Artz
                                          ---------------------
                                          Bernard Artz
                                          Chairman and Chief Financial Officer


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