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 December 31, 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 ( )
      
       19,508,748 shares of issuer's common stock, $.01 par value, were
  outstanding at June 30, 1994.
      
<PAGE>       
                       NEUROTECH CORPORATION AND SUBSIDIARY
     
      
      
                                      Index  
      
                               December 31, 1994                   Page
         
      
  PART I - FINANCIAL INFORMATION
      
  Item 1.  FINANCIAL STATEMENTS
      
           Consolidated balance sheet............................    3
                December 31, 1994
      
           Consolidated statements of income.....................    4
                Three and six months ended 
                December 31, 1994 and 1993
      
           Consolidated statements of cash flows................     5
                Three and six months ended 
                December 31, 1994 and 1993
      
           Notes to consolidated financial statements...........     6
                December 31, 1994
     
      
      
  Item 2.  MANAGEMENT'S DISCUSSION & ANALYSIS OF................     7
           FINANCIAL CONDITION & RESULTS OF OPERATION                         
      
  PART II - OTHER INFORMATION...................................     8
      
      
  SIGNATURES....................................................     9
      
<PAGE>
       
                          NEUROTECH CORPORATION AND SUBSIDIARY
                             CONSOLIDATED BALANCE SHEET
                                 DECEMBER 31, 1994
      
<TABLE>
<CAPTION>     
                                       ASSETS
  <S>                                                 <C>
  Current Assets:
    Inventories                                       $164,102
    Current assets attributable
      to discontinued operations                       251,743
                                                     ---------
       Total current assets                            415,845
      
  Property and Equipment
    attributable to discontinued
    operations, net                                     35,925
                                                     ---------
                                                      $451,770
                                                     =========

<CAPTION>      
                                    LIABILITIES
                               SHAREHOLDERS' EQUITY
  <S>                                              <C>
  Current liabilities:
    Due to affiliate                                  $272,881
    Current liabilities attributable
      to discontinued operations                        65,583
                                                     ---------
       Total current liabilities                       338,464
      
  Shareholders' equity:
    Common stock, par value $.01/share;
       20,000,000 shares authorized;
       19,608,748 shares outstanding                   196,088
    Additional paid-in-capital                       4,004,376
    Retained deficit                                (3,937,158)
                                                     ---------
                                                       263,306
      
  (Less) treasury stock, at cost                      (150,000)
      
       Total shareholders' equity                      113,306
                                                      --------
                                                      $451,770
                                                      ========
</TABLE>
      
  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.

<PAGE>
<TABLE>
       
                               NEUROTECH CORPORATION AND SUBSIDIARY
                             CONSOLIDATED STATEMENTS OF OPERATIONS
                                           (Unaudited)
<CAPTION>     
                               Three Months Ended        Six Months Ended
                                 December 31                December 31
               
                               1994         1993          1994        1993
                              ------       ------        ------      ------
  <S>                         <C>          <C>          <C>         <C>
  Total revenue                   $0           $0            $0          $0
  Cost of sales                    0            0             0           0
                              -------      -------      -------      -------
  Gross profit                     0            0             0           0
      
  Selling, general &
   administrative expenses    24,187            0        94,028           0
      
  Loss from continuing
   operations                (24,187)           0       (94,028)          0
  Loss from discontinued
   operations               (103,236)     (24,629)     (323,163)   (147,694)
                             -------       -------      -------     -------
  Net loss                 ($127,423)    ($24,629)    ($417,191)  ($147,694)
                            ========      =======      ========    ========
  Loss per share from
   continuing operations           -            -        ($0.01)          -
    
  Loss per share from
   discontinued operations    ($0.01)      ($0.02)       ($0.01)     ($0.02)
      
  Net loss per share          ($0.01)      ($0.02)       ($0.02)     ($0.02)
      
  Weighted average number
   of common shares
   outstanding            19,608,748    9,754,374    19,608,748   9,754,374
      
</TABLE>
      
      
      
  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.
      
<PAGE>
<TABLE>
       
                                    NEUROTECH CORPORATION AND SUBSIDIARY
                                  CONSOLIDATED STATEMENT OF CASH FLOWS
                                               (Unaudited)
      
      
<CAPTION      
                                                 Six Months Ended
                                                    December 31
                                                 1994         1993
                                                ------       ------
  <S>                                        <C>           <C>    
  Cash flows from operating
    activities
      
  Net loss                                   ($417,191)    ($147,694)
      
  Changes in operating assets
    and liabilities
      
  Inventory                                   (164,102)            0
      
  Due to affiliate                             272,715             0
      
  Discontinued operations                      308,578       147,694
                                               -------       -------
  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
      
</TABLE>
      
      
      
  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.
      
<PAGE>   
                         NEUROTECH CORPORATION AND SUBSIDIARY
      
                    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 DECEMBER 31, 1994
                                     (AUDITED)
      
  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 six month period ended
  December 31, 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.
      
<PAGE>       
                          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
  warrant otherwise.
      
  Effective August, 1996, operations and related cash flows from discontinued
  operations are expected to be minimal.
      
<PAGE>       
                          NEUROTECH CORPORATION AND SUBSIDIARY
      
  PART II - OTHER INFORMATION
      
      
  Item 1      Legal Proceedings
     
              In November, 1993 the Company and it's former legal counsel
              have agreed to discontinue their respective lawsuits against
              each other, with full releases being exchanged.
      
  Items 2-5   Inapplicable
      
      
  Item 6      Exhibits and Reports on Form 8-K
      
              (a)  Exhibits None
     
              (b)  Reports on Form 8-K None
      
      
      
      
      
      
                   (Balance of this page left blank intentionally)
<PAGE>      
       
                          NEUROTECH CORPORATION AND SUBSIDIARY
    
                                     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 CORPORATION
      
        
      
                                                  BY: /s/ Bernard Artz
                                                     ---------------------
                                                     Chairman of the Board
                                                     January 28, 1997