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

                                   Form 10-KSB

                    For the fiscal year ended June 30, 2002


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

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


       For the transition period from ______________ to _________________

                         Commission file number 0-15179

                        NEUROTECH DEVELOPMENT CORPORATION
                        (Formerly Neurotech Corporation)
                 ----------------------------------------------
                 (Name of small business issuer in its charter)

                    DELAWARE                          06-1100063
            -----------------------               -------------------
            (State of incorporation                (I.R.S. 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
                                                     --------------

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

                                      NONE
                                      ----

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

                          Common Stock, par value $0.01
                          -----------------------------

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 ( )   No (X)

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 this Form  10-KSB or any
amendment to this Form 10-KSB. ( )

Issuer's revenues for its fiscal year ended June 30, 2002 were $5,500,000.

The  aggregate  market  value  of  the  voting  stock  held  by   non-affiliates
approximated  $3,591,213  computed  by  reference  to the average of the bid and
asked prices for such stock on November 18, 2002.  In  calculating  this amount,
the Company has assumed that it is able to determine affiliate holdings from the
list of stockholders  generated by its transfer agent, American Stock Transfer &
Trust Company.

156,139,680 shares of issuer's common stock were outstanding at June 30, 2002.


<PAGE>



                                TABLE OF CONTENTS

                             ITEM NUMBER AND CAPTION                   PAGE
                                                                       ----
 PART I
 ------

  ITEM 1.    DESCRIPTION OF BUSINESS                                     3
  ITEM 2.    DESCRIPTION OF PROPERTY                                     5
  ITEM 3.    LEGAL PROCEEDINGS                                           5
  ITEM 4.    SUBMISSION OF MATTERS TO A VOTE OF
             SECURITY HOLDERS                                            6

 PART II
 -------

  ITEM 5.    MARKET FOR REGISTRANTS COMMON EQUITY AND
             RELATED STOCKHOLDER MATTERS                                 6
  ITEM 6.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF
             FINANCIAL CONDITION OR PLAN OF OPERATION                    9
  ITEM 7.    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA                14
  ITEM 8.    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
             ON ACCOUNTING AND FINANCIAL DISCLOSURE                     30

 PART III
 --------

  ITEM 9.    DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND
             CONTROL PERSONS: COMPLIANCE WITH SECTION 16(a)
             OF THE EXCHANGE ACT                                        30
 ITEM 10.    EXECUTIVE COMPENSATION                                     30
 ITEM 11.    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
             OWNERS AND MANAGEMENT                                      31
 ITEM 12.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS             31
 ITEM 13.    EXHIBITS AND REPORTS ON FORM 8-K                           31



                                       2
<PAGE>


                                     PART I

 ITEM 1 DESCRIPTION OF BUSINESS

 Organization
 ------------

 Neurotech   Development   Corporation   ("Neurotech"   or  the  "Company")  was
 incorporated  under the laws of the State of Delaware on September  13, 1983 as
 Bellevue Medical Corporation.  On October 9, 1984, the Company changed its name
 to  Neurotech  Corporation  and  on  July  9,  1998  to  Neurotech  Development
 Corporation.

 Neurotech   has  four  wholly  owned  and  one   partially   owned   subsidiary
 corporations: (1) Doctors4doctors.com,  Inc., a Delaware corporation was formed
 in  January  2000;  (2)   Neuroscientific   Corporation,   a  dormant  Delaware
 corporation;   (3)  Global  Health   Enterprises,   Inc.,  a  dormant  Delaware
 corporation that discontinued its operations in October 1998; and (4) Neurotech
 Shanghai  Ltd.,  formed  under  the laws of China in 2002 and is  awaiting  its
 operating  licenses.  At the time of the filing of this  report the Company has
 acquired a fifty (50%)  percent  interest in Empire  Management  Ltd.,  a newly
 formed Hong Kong  company.  The other fifty (50%)  percent of the newly  formed
 company is owned by a Chinese  investment  corporation.  At present,  6,000,000
 shares of the Company's Class A shares have been issued and set aside,  pending
 definitive  agreements,   as  the  Company's  capital  contribution  to  Empire
 Management Ltd. As of the date of this filing, a definitive  agreement covering
 the acquisition and the operations of Empire  Management has not yet been fully
 negotiated or executed.  The  accompanying  consolidated  financial  statements
 include the accounts of the Company and its wholly owned subsidiaries only.

 Historical Nature of Operations
 -------------------------------

 Prior to 1996,  the Company was engaged in the assembly and  marketing and sale
 of proprietary non-invasive medical research instruments and custom delay lines
 and  the  distribution  of  non-ozone  depleting  refrigerant  products.  These
 businesses  were  discontinued  in 1996.  Effective  June 1,1996,  the Company,
 through its newly acquired subsidiary Global Health, acquired the real property
 and operating assets and liabilities of Mary E. Dickerson Memorial Hospital,  a
 49 bed acute care hospital in Jasper,  Texas,  doing business as Lakes Regional
 Medical Center.  Bank of America retained a mortgage on the hospital to secured
 indebtedness  of  approximately  $1.7 million.  Global Health  defaulted on its
 obligations  to Bank of America in 1997. On October 17, 1998,  the hospital was
 closed and all operations  were  discontinued.  Bank of America  foreclosed and
 recovered title to the hospital.  The operations of all previous  businesses of
 the Company are reported as discontinued  operations in the attached  financial
 statements.


 Current Operations

 The Neurotech Healthcare System
 -------------------------------

 The  Company  has spent the last six years in the design and  development  of a
 rapid  deployment  healthcare  system for the third world. The system which has
 been  developed  consists  of a series of linked  institutions,  consisting  of
 modular  hospitals  and  tertiary  hospitals.  The  deployment  times for these
 hospitals are faster,  and the deployment costs are lower than for conventional
 construction.  The  Company  plans to  deploy  prefabricated  building  systems
 purchased  in the  United  States.  The  Company  has also  developed  hospital
 management, patient management, and operational techniques which will allow the
 hospitals to operate and treat a larger number of patients.  Additionally,  the
 Company has a proprietary  plan for medical  education for doctors and staff at
 these facilities, as well as an ongoing program for continuing education.

 Neurotech has letters of understanding with Indonesian and Chinese companies or
 authorities to implement its health care system and provide modular  hospitals.
 These  letters  of  understanding  are  generally  contingent  upon a  complete
 feasibility study, payment of a deposit, final 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 Badung, as well as eight modular hospitals in those cities collectively.  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 No. 4 People's Hospital in Tai-Xing City, Ren'ai Tumours
 Therapeutic  Centre, the Jiangsu.  Development  Authority,  the Shanghai Dadran
 Biological  Technology  Development  Co.,  Ltd.,  and  the  Zhongshan  Hospital
 affiliated  to  Medical  Center  of  Fudan  University  for  various  types  of
 facilities  and  services.  The  Company is  obligated  to assign most of these
 letters of  understanding  to  International  Humanitarian  Ltd., the Company's
 50/50 joint  venture with China Chen South  American  Construction  Contracting
 Co., which understanding remains uncancelled to this date.



                                       3
<PAGE>


 At the present time because of the social,  political and religious turmoil and
 unrest in Indonesia and the resultant  adverse economic impact,  it is unlikely
 that any significant  progress in implementing  the Company's  business will be
 made in this region until well into 2003 at the earliest.

 Commencing  in the third  quarter  of 2002,  the  Company  began to change  its
 business  strategy  in China  from  being a  "general  contractor"  to being an
 administrator. In this way the Company will be able to have a more diverse base
 of primary  contractors,  and allow local  governments  and customers to select
 their own  construction  companies.  Neurotech  requires a completion bond from
 each general  contractor and has now put all of the above  captioned  contracts
 out for bid.  The Company  feels that this will  expedite  the time it takes to
 begin these  contracts  and  further  enhance its ability to earn income in the
 current periods and repatriate income on a quarterly basis,  which it could not
 do before.  The Company has entered into its first  administrative  contract in
 the amount of $1.7 billion USD for the construction of the Tian Lun project.

 The Company has identified and entered into arrangements with various suppliers
 of  machinery,   equipment,  supplies  and  services  in  connection  with  the
 implementation of its rapid deployment health care system.

 The Company has been  developing a supply  strategy for Indonesia and China and
 anticipates  having a medical products  distribution  facility in each country.
 Management  believes  that the Company will be able to meet its present  supply
 commitments.  The Company has obtained  extensions  of maturity on certain bank
 guarantees in the amount of $100,000,000 USD from Bank Mindiri,  Indonesia with
 a  new  maturity  on  October  10,  2003.  See,  further  discussion  of  these
 guarantees.

 The Company had planned to begin construction of the hospitals in Indonesia and
 China  described  above in March  2000 and  June  2000  respectively.  However,
 estimated  construction  start dates had been  revised to early to mid 2002 and
 now to late  2003 for the same  reasons  as  previously  set  forth  concerning
 Indonesia and the change in the Company's  strategy in China which China delays
 are  primarily   associated  with  the  implementation  of  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.  The Company did however
 begin  construction  of the Ren De  Convalescent  Hospital in Shanghai,  and is
 confident  that its  progress  and new  methodologies  of doing  business  will
 reflect well in the entire market.

 The  Company's  rapid  deployment  healthcare  system may be affected by United
 States and foreign government regulation,  particularly export-import controls.
 The Company will be subject to  political,  economic,  environmental  and other
 risks associated with doing business in developing countries.

 The Company  offers a proprietary  healthcare  delivery  system,  complete with
 equipment supplies,  education,  and post completion report. There are numerous
 competitors  in each  area  of  business.  However,  there  are no  competitors
 offering at "one stop" the full array of services that the Company offers.  The
 Company relies on numerous vendors to provide supplies and services and as such
 is not  restricted  to  production  capacity  restraints  as if it had  its own
 factories.  There is an adequate  supply of all goods and services  provided by
 the  Company.  Since the  customer  base  consists  primarily  of  governmental
 entities,  all areas of compliance are  stipulated in advance and  governmental
 approvals must be granted prior to construction.

 Other Activities
 ----------------

 Doctors4Doctors.com, Inc. ("D4D"), a wholly owned subsidiary of the Company, is
 an  e-commerce  company  which has been  established  for the  exclusive use of
 licensed physicians.  The Company has developed  proprietary software and other
 services directed for use solely by licensed physicians.  The Company plans for
 D4D to supply  certain  services  in  connection  with the  Company's  proposed
 overseas  hospitals.  The Company is in the process of negotiating an agreement
 with RHC,  a company in which it has  invested  $1,250,000,  for the  perpetual
 licensing of the RHC physician's  network. The Company has provisionally hired,
 subject to funding and a fully negotiated employment agreement a former Dean of
 Harvard Medical School to be the Chief Operating Officer of D4D.



                                       4
<PAGE>


 Effective May 2002 the Company entered into a  recapitalization  plan for which
 the Company filed a Registration  on Form 8A.  Reference is made to such filing
 for a  full  description  of the  recapitalization  and  all  of  the  Exhibits
 contained therein and as such the entire filing is incorporated by reference as
 though fully set forth herein.

 Employees
 ---------

 The Company employs three  executives and one clerical  employee at its offices
 in Glen Cove,  New York and has no other  employees  in the United  States.  In
 China the Company employs two persons.


 ITEM 2. DESCRIPTION OF PROPERTY

 The Company  presently  leases office space at 10 Cedar Swamp Road,  Glen Cove,
 New York from  Condemor  Realty on a month to month basis for which it pays the
 sum of $2,000 per month for  approximately  2,000 square feet of office  space.
 Additionally, the Company has leased an office in Shanghai, China on a month to
 month basis for $1,400 per month, which sum includes management fees.


 ITEM 3. LEGAL PROCEEDINGS

 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 Health 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
 health.  The Court ruled that the note and guaranty  were in default.  However,
 the amount owed is still in dispute.  DVI Financial Services,  Inc. has filed a
 motion for  partial  summary  judgment  on its claim  relating  to its loan for
 equipment  acquired by Global Health, but the Court has denied that motion. DVI
 has not provided to the Company an acceptable  accounting  for the  collateral.
 The Company  expects to litigate this issue and  anticipates  the litigation to
 commence in early to mid 2003. The Company feels that the collateral assumed by
 DVI was  sufficient to satisfy the Company's  obligation.  However,  should the
 Company lose all of its  defenses,  the exposure may exceed  $500,000  together
 with the  attorney  fees  required to  litigate  the action and  interest.  The
 ultimate  outcome of the litigation  cannot be determined at this time, nor can
 the economic effect of an adverse outcome be determined at this time,  although
 the Company believes that it will be able to deal  successfully with an adverse
 outcome.  National Linen Service has a default  judgment  against the Company's
 subsidiary Global Health in the amount of approximately $18,000.

 Cause No.  21,538,  Lisa Stanley and her Husband  Christopher W. Stanley v. Ron
 McMurray and Lakes Regional  Medical  Center f/k/a Mary E. Dickerson  Hospital,
 Ltd.,  d/b/a/  Mary E.  Dickerson  Hospital,  in the  District  Court of Jasper
 County, Texas, is a personal injury action in which plaintiffs allege that Mrs.
 Stanley  suffered damage to her perineum  during  childbirth as a result of the
 delivery of her infant being rushed an forceps being utilized on the fetus when
 it was in too high a position  resulting  in too much strain on Mrs.  Stanley's
 perineum  with  resulting  laceration  to  it.  At  the  time  of  the  alleged
 negligence,  the hospital was owned by Global Health and it is alleged that the
 treating  physician Dr. McMurray and other hospital employees were negligent in
 failing to recognize the high position of the fetus that  necessitated  the use
 of  forceps  and over  stimulating  Mrs.  Stanley  labor  relting in the use of
 forceps and injury to Mrs. Stanley's  perineum.  The matter is being vigorously
 defended and the Company expects a favorable outcome including a defense of the
 expiration of the applicable statute of limitations against the plaintiffs.



                                       5
<PAGE>


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

 Effective May 2002 the Company entered into a re-capitalization plan, which was
 approved  by a  majority  vote  of  security  holders  as  required  by  and in
 accordance with the provisions of Section 242 of the General Corporation Law of
 Delaware,  for which the Company filed a Registration on Form 8-A. Reference is
 made to such filing for a full description of the  re-capitalization and all of
 the Exhibits contained therein and as such the entire filing is incorporated by
 reference as though fully set forth herein.



                                     PART II


 ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

 Since March 7, 1991, the Company's common stock has been quoted on the National
 Association of Securities Dealers Over-the-Counter Bulletin Board.

 The following  information  for each quarter  during the Company's  fiscal year
 ended  June  30,  2001  and  2002  reports  the  high  and low bid  quotations.
 Quotations reflect inter-dealer prices, without retail mark-up,  mark-down,  or
 commission and may not necessarily represent actual transactions.
<TABLE>
<CAPTION>
               First Quarter         Second Quarter         Third Quarter        Fourth Quarter
              High        Low      High          Low      High         Low      High        Low
              ----------------     ------------------     -----------------     ----------------
<S>           <C>       <C>        <C>          <C>       <C>         <C>       <C>         <C>
 FY 2001      $.86      $.1875     $.31         $.125     $.40        $.125     $.19        $.08

 FY2002       $.21      $.12       $.22         $.06      $.38        $.07      $.16        $.05
</TABLE>

 On November 12, 2002 the bid price for the Company's Common Shares was $.023.

 As of November  12, 2002 there were 3,980  holders of record of common stock of
 the Company.

 The  Company  has not paid any cash  dividends  since  its  inception.  For the
 foreseeable  future,  it is anticipated that any earnings that may be generated
 from  operations  of the  Company  will be  retained  for use in the  Company's
 business and that cash dividends will not be paid to stockholders.

 Sales of Unregistered Securities from July 1, 2001 to August 22, 2002.

 All of the shares  issued  during  the period and set forth  below were done so
 pursuant to minutes of the Board of Directors  directing the Transfer  Agent to
 issue  the  shares.  The  following  is  merely a  factual  recitation  of such
 issuances

 On August 15,  2001,  shares of the  Company's  Common Stock were issued to the
 individuals on a privately  negotiated basis in reliance upon the provisions of
 section 4(2) of the Securities Act of 1933.

 Donald  H.  Rizzuto  received  333,330  shares  valued  at  $50,000,   half  as
 reimbursement  for  expenses  advanced  on behalf of the  Company  and half for
 services rendered to the Company.

 David E. Rose received  366,941 shares valued at $55,041 as  reimbursement  for
 expenses advanced on behalf of the Company.

 A clerical  employee in China was issued  40,000  shares  valued at $10,000 for
 services rendered to the Company.

 A clerical  employee  in China was issued  13,328  shares  valued at $3,332 for
 services rendered to the Company.

 Allison B. Krug was issued 40,000  shares valued at $24,514 for website  design
 services rendered to the Company.



                                       6
<PAGE>


 On August 17,  2001,  shares of the  Company's  Common Stock were issued to the
 following  firms and  individuals  based  upon  their  exercise  of  options to
 purchase  which were  previously  granted in reliance  upon the  provisions  of
 section 4(2) of the  Securities  Act of 1933.  They are listed below in tabular
 form; see the financial  statement  notes (options  section) for details of the
 exercise prices for the exercised option shares:

 Name                                            Shares
 ----                                          ---------
 Wellington Capital Corporation                3.600.000
 Bernard Artz                                  3,950,000
 Steven A. Massey                              2,450,000
 Cyberian Enterprises                          1,500,000
 Leonard Markman                               1,000,000
 Lawrence Artz                                 3,950,000
 Soraya Zapata                                   150,000
 Donald H. Rizzuto                               250,000
 Marie Rizzuto                                    50,000
 Wellington Capital Corporation                   50,000*        *8/27/2001

 On August 23,  2001,  shares of the  Company's  Common Stock were issued to the
 individuals on a privately  negotiated basis in reliance upon the provisions of
 section 4(2) of the Securities Act of 1933.

 Donald N. Rizzuto, received 500,000 shares valued at $85,000 for legal services
 rendered to the Company as its day to day and general counsel.

 Robert L. Greene  received  200,000 shares valued at $34,000 for legal services
 rendered to the Company

 Morton Wagner received 200,000 shares valued at $34,000 for marketing  services
 rendered to the Company.

 On September 24, 2001,  shares of the Company's Common Stock were issued to the
 individuals on a privately  negotiated basis in reliance upon the provisions of
 section 4(2) of the Securities Act of 1933.

 Sherrill  Kazan  received  200,000  shares valued at $34,000 for  international
 consulting services rendered to the Company.

 John Person  received  50,000 shares valued at $8,500 for services  rendered to
 the Company.

 Mansour  Lavi  received  50,000  shares  valued  at  $8,500  for  international
 consulting services rendered to the Company.

 On January 28, 2002 Leonard Markman  received  200,000 shares to replace shares
 he  advanced  on  behalf  of the  Company  to  Capital  research,  Inc.  and an
 additional 50,000 shares as consideration for his advance.

 On February  15, 2002  pursuant to a  consulting  contract  for a period of six
 months,  Robscott  Trading  received  1,000,000  shares of Common  Stock of the
 Company.

 On February 18, 2002,  through  August 22, 2002 shares of the Company's  Common
 Stock  were  issued  to the  individuals  on a  privately  negotiated  basis in
 reliance upon the provisions of section 4(2) of the Securities Act of 1933.

 Arnold D. Richards received 42,000 shares valued at $5,460 as reimbursement for
 expenses advanced on behalf of the Company.

 Eve Goldin  received  10,000 shares valued at $1,300 for  secretarial  services
 rendered to the Company

 On May 2, 2002  Robscott  Trading  received  1,500,000  shares of the Company's
 common stock for consulting services.



                                       7
<PAGE>


 On May 2, 2002 two individuals received 750,000 and 250,000 shares respectively
 of the Company's common stock for consulting services.

 On May 2, 2002 in two separate issuances James J. DiMartino received in escrow,
 3,850,000 and 500,000 shares of the Company's common stock. 500,000 shares were
 issued to a consultant for services rendered and the remaining shares are to be
 held pending certain  acquisitions,  which have not as yet occurred at the time
 of this filing.

 On May 6, 2002 Senopah  Partners  received  1,000,000  shares of the  Company's
 common stock for consulting services.

 On June 18,  2002 as  replacement  shares  for those  issued  by the  following
 individuals  to  fulfill  the  Company's   obligations   concerning  consulting
 agreements the following shares were issued to the following individuals.

 Bernard Artz                         10,246,313 shares
 Lawrence Artz                         9,618,956 shares
 Leonard Markman                         450,000 shares
 Donald H. Rizzuto                       616,000 shares
 Cyberian Enterprises, Ltd.            1,000,000 shares
 Emerald Charm Holdings, Ltd.          2,000,000 shares
 Grand Fantasy Incorporated            2,000,000 shares
 Matrix Zone Holdings, Ltd.            2,000,000 shares
 Supreme Ambition, Ltd.                1,500,000 shares

 On July 8, 2002,  James J.  DiMartino  was issued,  as escrow  agent  2,000,000
 shares of the Company's common stock.  These shares were issued to a consultant
 for services to be rendered subsequent to June 30, 2002.

 On August 22, 2002 the Company  issued  4,000,000  and  6,000,000 of its common
 shares to its wholly and partially  owned  subsidiary  corporations,  Neurotech
 Shanghai  and  Empire  Management  Co.,  Ltd.,  respectively,  to  provide  the
 capitalization for those Companies. The shares were issued in reliance upon the
 statutory and case law  exemptions  for the private  issuance of securities and
 have not been nor will they be re-distributed to unrelated parties according to
 management.

 Grants of Options

 On August 15, 2001 the following  options were granted to the  following  named
 individuals and enterprises at an exercise price of $.10 per share for a period
 of five years.

                                     Number of Shares of Common Stock
 Name                             Purchaseable by the Exercise of Options
 ----                             ---------------------------------------
 Bernard Artz                                  1,500,000
 Cyberian Enterprises                          1,500,000
 Leonard Markman                                 750,000
 Lawrence Artz                                 1,500,000
 Soraya Zapata                                   150,000
 Donald H. Rizzuto                               250,000
 Marie Rizzuto                                    50,000




                                       8
<PAGE>


 ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS

 Certain statements  contained herein are not based on historical facts, but are
 forward-looking  statements that are based upon numerous assumptions and 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 of 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.

 Liquidity and Capital Resources
 -------------------------------

 The Company had revenues for the first time since 1998,  and costs and expenses
 related to stock  issuances were lower in 2002 because the stock price utilized
 for the resulting valuation was significantly lower.

 At June 30,  2002,  the  Company had $748 in cash.  The  Company  has  incurred
 significant  losses since inception  resulting in a  shareholders'  deficit and
 working capital deficit of $ 4,843,758 at June 30, 2002.

 While the Company continues to develop it business  ventures,  the Company will
 likely  continue  to  incur  substantial   operating  losses  for  some  period
 subsequent to June 30, 2002.

 The  Company has  significant  liabilities  and no assets or assured  revenues.
 Since the Company has no assets,  it will be difficult to obtain  financing for
 many if not all of the  projects  described  in this  Section.  If financing is
 obtained, that financing would be backed up by relevant insurance guarantees as
 required by the companies new operating plan.

 The   Company   hopes  to   finance   its   plans   and   opportunities   on  a
 project-by-project  basis and through its relationship  with various  financial
 institutions  including  through its relations with Vertical  Capital  Partners
 Inc.  (formerly  Security  Capital  Trading,  Inc.).  See  "Financial  Advisory
 Agreement"  below.  However,  there can be no assurance that any financing will
 ever be obtained.

 In view of these matters,  the continued  existence of the Company is dependent
 upon its ability to obtain financing and meet its financing  requirements  and,
 ultimately, the success of its planned future operations. Management hopes that
 actions  presently  being taken to develop  its line of  business  constructing
 prefabricated  hospitals  in third  world  countries  provide  the  Company the
 opportunity to continue as a going concern.  No assurances can be made that any
 financing  will be completed  or that the Company  will have enough  capital to
 continue operations.

 Result of Operations for the years Ended June 30, 2002 and 2001
 ---------------------------------------------------------------

 The  Company  had  $5,500,000  in  revenues  for the year ended June 30,  2002,
 compared to no revenues  for the year ended June 30,  2001.  The 2002  revenues
 reflect  the  work  performed  on the  intitial  phase  of the Ren De  hospital
 project.  The Company is considering the sale of its general contracting rights
 to this contract,  subsequent to which it would  continue on an  administrative
 basis for the completion of the project.

 Costs and expenses for the year ended June 30, 2002  approximated  $11,809,000.
 This included cost of project revenues of $5,500,000  relating to subcontractor
 fees  on  the  Ren  De  hospital  project.   Consulting  services  approximated
 $3,737,000,  as compared to  $5,664,000 in 2001.  The 2002  services  represent
 compensation paid by the issuance of the Company's equity securities.

 The  Company  had  losses  for the years  ended  June 30,  2002,  and 2001,  of
 $6,309,019 in 2002 and $8,819,327,  respectively. The losses resulted primarily
 from  expenses  incurred in the design and  development  of a rapid  deployment
 healthcare system. The losses for fiscal 2002 were substantially lower than for
 2001 because the Company has strived to lower its operating expenses.

 Management  continues to expend significant time and effort in implementing and
 exploring future lines of business,  through its newly established  ventures in
 Hong Kong which should bring significant  diversity to the company.



                                       9
<PAGE>


 While the Company has  generated  revenues  in 2002,  it has  embarked on a new
 strategy to enhance its  contractual  positions  and be able to deliver  with a
 minimum of  contingent  liability  all the goods and  services so stated in the
 Company's  contracts.  In the future, the Company will act as administrator for
 all of its  contracts  and will sell off its general  contract  rights to local
 contractors  in each venue.  The company will remain as a vendor for  training,
 management,  medical  equipment  and certain  supplies.  The net effect of this
 action will cause the companies contracts to be valued at 35% of their value as
 this is what the new projected  revenue would be. The company expects to make a
 10%  administrative  fee on the work done and a profit of 30% on its management
 services,  training,  and  equipment  sales for which it will be a vendor.  The
 company  anticipates  that profits  formerly  projected  would be reduced by 5%
 while the liability and contingent liabilities are reduced by 75%.

 "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 local  levels  of  government,  since  China's
 accession  into  WTO,  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 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 believes that licensed  physicians in many countries would find the
 services  offered the Company's  subsidiary,  Doctors4Doctors.com,  Inc., to be
 beneficial. See "Doctors4Doctors Activities" below.

 Financial Advisory Agreement
 ----------------------------

 On December 5, 2000,  the Company  entered into a two-year  financial  advisory
 agreement with Security  Capital.  Under the terms of the  agreement,  Security
 Capital will provide  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 will prepare a report for the Neurotech
 Board of Directors,  as well as assist  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 introducing the
 two parties.

 The Company has entered  into a series of other  agreements  with  consultants,
 advisors,  and IR  companies  to  help  the  Company  gain  recognition  of its
 activities,  and to secure  investor  awareness in the Company's  activities in
 China,  which is the fastest  expanding economy in the world today. The Company
 feels that its  investment  of time and  resources in this market has created a
 unique expertise which has a future value.

 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 modular  hospitals.
 These  letters of  understanding  are now being  offered to local  construction
 companies  for bid,  payment of a deposit,  issuance of  insurance  completions
 bonds final  documentation are required.  The Company has most recently entered
 into agreement to contract a $1.7 Billion integrated geriatric community, which
 is the first of the  Company's  administrative  agreements.  The Company is now
 assembling  bids and site plans and hopes to begin site  preparation in June of
 2003. In Indonesia,  the Company has executed to such letters of  understanding
 with  Techni-Lube  Singapore PTE, Ltd. For three tertiary  hospitals in Jakarta
 and one in Bandung.



                                       10
<PAGE>


 The Company has received bank guarantees in the amount of  $100,000,000  from a
 bank in Indonesia to secure financing for the construction of these facilities.
 To reduce these guarantees to cash or cash equivalents for use as collateral in
 western  financial  circles  requires  that they be  accepted  for deposit at a
 recognized  western  bank or  security  house.  To date and as a result  of the
 political, social and financial upheavals in Indonesia the Company has not been
 able to utilize these  guarantees.  Recent changes in IMF policy and banking in
 Indonesia  may see these  guarantees  with a clear  value  which will allow the
 Company to begin the implementation of these projects. 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  Dadran  Biological  Technology
 Development  Co.,  Ltd.,  and the  Zhongshan  Hospital  which is  affiliated to
 Medical  Center  of  Fudan  University  for  various  types of  facilities  and
 services. There can be no assurance that any of these projects will prove to be
 feasible or, if so, that they will be completed. There is no guarantee that any
 bids for general  contracting will be accepted by the  municipalities or by the
 insurers. Changes in insurance laws in China have made this area competitive as
 new companies are being licensed for this market.

 Doctors4Doctors Activities
 --------------------------

 The Company has had numerous  discussions with a former Dean of Harvard medical
 School to take over as operating  president for  Doctors4Doctors  Inc., To date
 the said  individual has been working without  compensation  and has achieved a
 basis of services and structure for the physicians'  network. The Company feels
 that  operations  will start in the early part of 2003, as an equity  financing
 methodology  is  underway.  Such  financing  includes  a basis  of the  sale of
 services to help physicians meet new federal guidelines.

 During the year ended  June 30,  2000,  the  Company  entered  into a series of
 letter  agreements  to  acquire  up to 60%  of the  common  stock  of  American
 International Medical Resources,  Inc. ("AIM") for cash of $4,100,000 and notes
 of $3,900,000.  AIM was then to acquire 100% of Residential  Health Care,  Inc.
 ("RHC"). The Company planned to purchase the remaining 40% of AIM for 8,500,000
 shares of the Company's  common stock.  The Company  acquired a 12.6% ownership
 interest in AIM for $1,320,000, and AIM made a deposit of $1,250,000 toward the
 acquisition of RHC. The Company was unable to complete the planned transaction,
 and on June 30, 2002,  an impairment  provision of  $1,165,000  was recorded to
 reduce  the  Company's  investment  to the  estimated  fair  value of its 12.6%
 ownership interest in AIM. The Company is currently negotiating for the license
 of the  physicians'  network,  which is anticipated to restore the value of the
 investment,  as well as  allow  the  Company  to  market  the  services  it has
 developed through the physician network.

 In   December    2000   and   January   2001,    the   Company's    subsidiary,
 Doctors4Doctors.com,   Inc.  ("D4D")  entered  into  new  agreements  with  the
 shareholders  of RHC where D4D would acquire the remaining  interest in AIM for
 200,000  shares of D4D common stock and complete the  acquisition of RHC for an
 additional  payment of $2,750,000 of which part would be cash and the remainder
 a note payable over four years. DVD attempted a private  placement to raise the
 case portion of the planned acquisition but was not successful, and no cash was
 raised.  Therefore,  the acquisitions have not been completed, and there can be
 no assurance  that they will be completed in the future.  Accordingly,  at June
 30, 2001, an  impairment  provision of $155,000 has been recorded to reduce the
 Company's investment in AIM to no value.

 Doctors4Doctors.net,   Neurotech's  physician  services  website  for  licensed
 physicians  only,  has opened its  website  for  registration  and is  piloting
 services  in beta  form at this  time.  Work  has  begun  in  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  is
 positioning 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 sued by healthcare  institutions
 around the world.  The Company is currently  negotiating for the license of the
 physicians'  network,  which  is  anticipated  to  restore  the  value  of  the
 investment,  as well as  allow  the  Company  to  market  the  services  it has
 developed through the physician network.



                                       11
<PAGE>


 IHD Joint Ventures with CCS
 ---------------------------

 This venture has been  discontinued and all contracts,  agreements,  letters of
 intent,  rights  of use of  name,  etc.  have  been  transferred  to  Neurotech
 Development Corporation. The following is a history of the venture:

 On March 14, 2001, the company finalized the documentation of its joint venture
 with China Chen South America  Construction  Contracting Co. ("CCS"). The Joint
 Venture, called International Humanitarian Development Ltd. ("IHD"), was formed
 in Hong  Kong.  The  goal of IHD  will be to build  hospitals,  nursing  homes,
 schools, railways and related infrastructures  throughout the world. Initially,
 it will focus on  constructing  hospitals in Indonesia  and China.  IHD will be
 formed with  registered  capital of HDK  $1,150,000,  and shares will be issued
 equally to Neurotech  and CCS.  Neurotech is obligated to  contribute  cash and
 assign its rights in certain  contracts to IHD. These  contracts  relate to the
 construction of modular and tertiary hospitals in Indonesia and China. To date,
 Neurotech  has not made its  cash  contribution  to IHD.  CCS is  obligated  to
 contribute cash and construction,  finance, engineering and project managements
 to IHD. The senior officers of IHD are Lawrence Artz,  Chairman;  Zhao Lian-Yu,
 Managing  Director;  Dr. Donald  Rizzuto,  Medical  Director;  and Jing Qi Zhu,
 Director of Public Information.

 IHD has entered into a series of agreements which  contemplate the beginning of
 construction  of certain  projects in 2002.  IHD has not created or accumulated
 any  expenses  or  overhead  for its  operations  to date.  This joint  venture
 provides a  strategic  partnership  for  Neurotech.  While CCS's  expertise  in
 construction,  and  transportation  is well known worldwide,  CCS also owns and
 operates  hospitals and numerous other related  businesses.  Neurotech's unique
 health care system,  creativity, and applied management techniques and American
 technology are complementary to the brick and mortar talents of CCS.

 On February  13,  2001,  and  amended on April 16,  2001,  IHD entered  into an
 agreement  with Beijing  Longenge  Culture  Promotion Co. Ltd.  which  operates
 Beijing Shenji Dancing School, one of the foremost  independent private schools
 of the arts in China,  to  construct a new school for  approximately  USD $62.5
 million.  The new school would include a theatre of almost 1,000 seats,  TV and
 film production facilities and dormitories.

 The project is subject to payment of a USD$15 million  deposit,  preparation of
 final budgets and plans, execution of final documents, and financing.

 On February 6, 2001, IHD entered into a letter of intent for  construction of a
 project in China with the Shanghai  Industrial  Comprehensive  Development Zone
 Co., Ltd. That letter of intent calls for the  construction of an approximately
 USD$50 million geriatric  facility and hospital and with China Zhong to provide
 a $50,000,000  line of credit for the construction of various  projects.  China
 Zhong never delivered the line of credit,  in accordance with its  commitments.
 The Company feels litigation for the default of this agreement is pointless.

 IHD has entered into  additional  agreements  with Guangzhou  Eastern Red Cross
 Hospital  to build an acute care  200-bed  hospital;  with CCS to build a "Rail
 Hospital," a tertiary regional type of facility which includes specially fitted
 rail cars for the  transportation  of patients and supplies;  with the Shanghai
 Civil  Affairs  Bureau to build a senior care facility and to remove and locate
 structures on the site; with China Huanqiu Chemical  Engineering Corp. to build
 a  research  center in  Beijing;  with  WaigaoQiao  Service  Center of  Medical
 Treatment and Hygiene to construct an acute care modular facility; with Beijing
 Hua Shi Tong on behalf of the Jishou University for the expansion  construction
 of such  university  and with  Beijing Lu Long Tai for the  construction  of an
 environmental research center. All of these projects are subject to the payment
 of deposits,  preparation of final budgets, plans and documents,  and obtaining
 financing and governmental approvals.  There is no assurance that any or all of
 these  items can be  accomplished  or obtained  or that IHD or  Neurotech  will
 realize any revenue or income from these proposed projects.

 Hospital Ships
 --------------

 On April 30, 2002, the Company entered into a letter of  understanding to build
 and equip a hospital for the Wu Meng Chao Hepatabiliary  Surgery Fund, which is
 affiliated  with  one of  China's  leading  hospitals for  treatment  of  liver
 disorders and cancer.  This ship, which is to be deployed in China, is intended
 to be over 300 ft.  long and to  house  104  patients,  with  the  capacity  to
 clinically  serve almost 1,000 patients per day. With an  anticipated  seagoing
 cruising  speed of 17 knots,  this ship could  service many of China's  coastal
 locations.  This  vessel,  priced at  approximately  $67,000,000USD,  will take
 approximately  2 1/2  years  to  complete.  It  continues  to be  cooperatively
 designed by Shanghai Shipbuilding Corporation ("Shanghai Shipbuilding"), one of
 China's leading shipbuilders,  and Neurotech.  It is anticipated that this ship
 will be completely  built and fitted out at Shanghai  Shipbuilding's  facility.
 The  company is seeking  to  restructure  this  project  for use for  Petroleum
 Companies offshore drilling facilities.  Contract negotiations are underway and
 have not been completed. Modifications to the ships design and services will be
 required. Primary plans for the ship are complete.



                                       12
<PAGE>


 On April 16, 2001,  the Company  entered into a joint  venture  agreement  with
 Shanghai  Shipbuilding  for the  formation  of a joint  venture.  The new joint
 venture will be organized in Hong Kong and formed for the purpose of marketing,
 designing,  building and equipping marine craft with health care  applications,
 such as  hospital  ships and marine  clinics.  The  Company  believes  that the
 combined  efficiency  of  Neurotech's  hospital  operating  system and Shanghai
 Shipbuilding's  competitive  construction  costs should allow the venture to be
 among the  lowest  cost  providers  of  quality  hospital  ships in its  target
 markets.  The  joint  venture  company  was  never  finalized  in Hong Kong and
 Neurotech  will  market  this vessel  through  its Hong Kong  affiliate  Empire
 Management, Ltd.

 Neurotech is currently  negotiating 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.

 IHD received  financial  instruments  issued from WiagaoQiao  Service Center of
 Medical  Treatment  and  Hygiene  for  a  deposit  on  the  construction  of an
 acute-care  modular facility in the face amount of USD$3,750,000.  However,  no
 valuation  has been  obtained on these  financial  instruments.  The  financial
 instruments  are  being  held in Hong  Kong by a third  party  and  will not be
 released or available until additional  financing is arranged for the remainder
 of this USD$15,000,000  project.  Financing was not arranged and said financial
 instruments were returned.

 There is no assurance  that this financing will be obtained or of the valuation
 of the financial instruments described above.

 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.




                                       13
<PAGE>


ITEM 7 FINANCIAL STATEMENTS

                        NEUROTECH DEVELOPMENT CORPORATION
                                AND SUBSIDIARIES

                                ---------------

                        REPORT ON AUDITS OF CONSOLIDATED
                              FINANCIAL STATEMENTS

                                ---------------

                       YEARS ENDED JUNE 30, 2002 AND 2001



                                    CONTENTS

                                                                   Page
                                                                   ----
FINANCIAL STATEMENTS:

     Consolidated Balance Sheet                                     F-1

     Consolidated Statements of Operations                          F-2

     Consolidated Statement of Stockholders' Deficiency             F-3

     Consolidated Statements of Cash Flows                          F-6

     Notes to Consolidated Financial Statements                     F-7






                                       14
<PAGE>


               NEUROTECH DEVELOPMENT CORPORATION AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEET
                                 JUNE 30, 2002
                               (TENTATIVE DRAFT)

                                     ASSETS

CURRENT ASSETS:
Cash                                                       $        748
                                                           ------------
Total current assets                                                748
                                                           ------------

Total assets                                               $        748
                                                           ============

                    LIABILITIES AND STOCKHOLDERS' DEFICIENCY

CURRENT LIABILITIES:
Accounts payable and accrued expenses                      $  2,791,887
Accounts payable - related parties                              693,424
Net liabilities of discontinued operations                    1,359,195
                                                           ------------
Total current liabilities                                     4,844,506

STOCKHOLDERS' DEFICIENCY
Common stock - Class A; par value $0.01 per share;
authorized 180,000,000 shares; issued 144,620,734             1,446,207
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                                           -
Additional paid-in capital                                   35,715,350
Deficit                                                     (37,617,048)
                                                           ------------
                                                               (340,302)

Accounts receivable from exercise of stock options           (1,816,500)
Note receivable from sale of common stock                      (153,645)
Deferred compensation                                        (1,539,278)
Treasury stock - Class A; 4,731,662 shares, at cost            (903,666)
Treasury stock - Class B; 473,167 shares, at cost               (90,367)
                                                           ------------

Total stockholders' deficiency                               (4,843,758)
                                                           ------------

Total liabilities and stockholders' deficiency             $        748
                                                           ============

See notes to consolidated financials statements.



                                       F-1
<PAGE>

               NEUROTECH DEVELOPMENT CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                (TENTATIVE DRAFT)


                                                Years Ended June 30,
                                              2002               2001
                                          -------------      -------------
REVENUES:
Project revenues                          $   5,500,000      $           -
                                          -------------      -------------

COSTS AND EXPENSES:
Cost of project revenues                      5,500,000                  -
Salaries and benefits                         1,861,055          2,159,454
Consulting services                           3,736,972          5,664,009
Professional fees                               250,794            342,426
Impairment provision                                  -            155,000
Travel                                          240,107            203,015
Administrative                                  224,208            278,072
Interest (income) expense                        (4,117)            17,351
                                          -------------      -------------
Total costs and expenses                     11,809,019          8,819,327
                                          -------------      -------------

NET LOSS                                  $  (6,309,019)     $  (8,819,327)
                                          =============      =============

BASIC AND DILUTED LOSS PER SHARE          $       (0.05)     $       (0.12)
                                          =============      =============

WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING, BASIC AND DILUTED       115,913,982         74,318,497
                                          =============      =============

See notes to consolidated financials statements.


                                      F-2
<PAGE>
<TABLE>
<CAPTION>
               NEUROTECH DEVELOPMENT CORPORATION AND SUBSIDIARIES
               CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIENCY
                               (TENTATIVE DRAFT)


                                 Common stock            Common stock - Class A      Common stock - Class B       Preferred stock
                          --------------------------    -------------------------   -------------------------   --------------------
                            Shares        Par Value       Shares       Par Value      Shares       Par Value     Shares    Par Value
                          -----------    -----------    -----------   -----------   -----------   -----------   --------   ---------
<S>                       <C>            <C>            <C>           <C>           <C>           <C>           <C>        <C>
Balance, June 30, 2000     57,919,733    $   579,197              -   $         -             -   $         -          -   $       -

To give effect of
  recapitalization        (57,919,733)      (579,197)    52,654,302       526,543     5,265,431        52,654          -           -

Stock options exercised
  for cash                          -              -      1,883,153        18,832       188,316         1,883          -           -

Common stock issued for
  services and to
  liquidate liabilities             -              -     34,656,063       346,561     3,465,607        34,656          -           -

Common stock issued for
  note receivable                   -              -        454,545         4,545        45,455           455          -           -

Interest earned on note
  receivable                        -              -              -             -             -             -          -           -

Deferred compensation
  realized                          -              -              -             -             -             -          -           -

Net loss                            -              -              -             -             -             -          -           -
                          -----------    -----------    -----------   -----------   -----------   -----------   --------   ---------


Balance, June 30 2001               -              -     89,648,063       896,481     8,964,809        89,648          -           -

Stock options exercised             -              -     15,409,091       154,091     1,540,909        15,409          -           -

Stock options issued                -              -              -             -             -             -          -           -

Common stock issued for
  services and to
  liquidate liabilities             -              -     36,063,580       360,635       663,228         6,632          -           -

Treasury stock issued               -              -      3,500,000        35,000       350,000         3,500          -           -

Deferred compensation
  realized                          -              -              -             -             -             -          -           -

Other                               -              -              -             -             -             -          -           -

Net Loss                            -              -              -             -             -             -          -           -

                          -----------    -----------    -----------   -----------   -----------   -----------   --------   ---------

Balance, June 30 2002               -    $         -    144,620,734   $ 1,446,207    11,518,946   $   115,189          -   $       -
                          ===========    ===========    ===========   ===========   ===========   ===========   ========   =========

See notes to consolidated financials statements.
</TABLE>

                                      F-3
<PAGE>

<TABLE>
<CAPTION>

               NEUROTECH DEVELOPMENT CORPORATION AND SUBSIDIARIES
               CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIENCY
                                  (CONTINUED)
                               (TENTATIVE DRAFT)

                                                           Accounts
                                                          receivable
                                                             from
                             Additional                   exercise of                                    Treasury stock - Common
                              Paid-in                        stock           Note         Deferred     ---------------------------
                              Capital        Deficit        options       Receivable    Compensation      Shares          Cost
                            ------------   ------------   ------------   ------------   ------------   ------------   ------------
<S>                         <C>            <C>            <C>            <C>            <C>            <C>            <C>
Balance, June 30, 2000      $ 24,177,877   $(22,488,702)  $          -   $          -   $ (5,273,900)     1,354,829   $   (955,533)

To give effect of
  recapitalization                     -              -              -              -              -     (1,354,829)       955,533

Stock options exercised
  for cash                             -              -              -              -              -              -              -

Common stock issued for
  services and to
  liquidate liabilities        4,089,396              -              -              -       (211,538)             -              -

Common stock issued for
  note receivable                133,000              -              -       (138,000)             -              -              -

Interest earned on note
  receivable                           -              -              -         (5,985)             -              -              -

Deferred compensation
  realized                             -              -              -              -      5,344,384              -              -

Net loss                               -     (8,819,327)             -              -              -              -              -
                            ------------   ------------   ------------   ------------   ------------   ------------   ------------


Balance, June 30 2001         28,400,273    (31,308,029)             -       (143,985)      (141,054)             -              -

Stock options exercised        1,988,000              -     (1,816,500)             -              -              -              -

Stock options issued             889,500              -              -              -              -              -              -

Common stock issued for
  services and to
  liquidate liabilities        4,437,577              -              -              -     (4,597,696)             -              -

Treasury stock issued                  -              -              -              -              -              -              -

Deferred compensation
  realized                             -              -              -              -      3,199,472              -              -

Other                                  -              -              -         (9,660)             -              -              -

Net Loss                               -     (6,309,109)             -              -              -              -              -

                            ------------   ------------   ------------   ------------   ------------   ------------   ------------

Balance, June 30 2002       $ 35,715,350   $(37,617,048)  $ (1,816,500)  $   (153,645)  $ (1,539,278)             -   $          -
                            ============   ============   ============   ============   ============   ============   ============

See notes to consolidated financials statements.
</TABLE>

                                      F-4
<PAGE>

<TABLE>
<CAPTION>
               NEUROTECH DEVELOPMENT CORPORATION AND SUBSIDIARIES
               CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIENCY
                                   (CONTINUED)
                               (TENTATIVE DRAFT)


                                  Treasury stock                Treasury stock
                                  Class A Common                Class B Common
                            ---------------------------   ---------------------------
                               Shares          Cost          Shares          Cost          Total
                            ------------   ------------   ------------   ------------   ------------
<S>                         <C>            <C>            <C>            <C>            <C>
Balance, June 30, 2000                 -   $          -              -   $          -   $ (3,961,061)

To give effect of
  recapitalization             1,231,662       (868,666)       123,167        (86,867)             -

Stock options exercised
  for cash                             -              -              -              -         20,715

Common stock issued for
  services and to
  liquidate liabilities                -              -              -              -      4,259,075

Common stock issued for
  note receivable                      -              -              -              -              -

Interest earned on note
  receivable                           -              -              -              -         (5,985)

Deferred compensation
  realized                             -              -              -              -      5,344,384

Net loss                               -              -              -              -     (8,819,327)
                            ------------   ------------   ------------   ------------   ------------


Balance, June 30 2001          1,231,662       (868,666)       123,167        (86,867)    (3,162,199)

Stock options exercised                -              -              -              -        341,000

Stock options issued                   -              -              -              -        889,500

Common stock issued for
  services and to
  liquidate liabilities                -              -              -              -        207,148

Treasury stock issued          3,500,000        (35,000)       350,000         (3,500)             -

Deferred compensation
  realized                             -              -              -              -      3,199,472

Other                                  -              -              -              -         (9,660)

Net Loss                               -              -              -              -     (6,309,019)

                            ------------   ------------   ------------   ------------   ------------

Balance, June 30 2002          4,731,662   $   (903,666)       473,167   $    (90,367)  $ (4,843,758)
                            ============   ============   ============   ============   ============

See notes to consolidated financials statements.
</TABLE>

                                      F-5
<PAGE>


               NEUROTECH DEVELOPMENT CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                               (TENTATIVE DRAFT)


                                                        Years Ended June 30,
                                                        2002           2001
                                                     -----------    -----------

CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss                                             $(6,309,019)   $(8,819,327)

Adjustments to reconcile net loss to net cash
  provided by (used in) operating activities:

Amortization of deferred compensation                  3,189,472      5,344,384
Bad debts                                                   --            3,000
Provision for impairments                                   --          155,000
Stock issued for services                                234,447      2,563,553
Stock options granted for services                       889,500           --
Changes in assets and liabilities
Accounts receivable - related party                         --            1,015
Accounts payable and accrued expenses                  1,508,051        435,283
Accounts payable - related party                         488,297        293,438
                                                     -----------    -----------
Net cash provided by (used in) operating
  activities                                                 748        (23,654)
                                                     -----------    -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Sale of common stock                                        --           20,715
                                                     -----------    -----------
Net cash provided by financing activities                   --           20,715
                                                     -----------    -----------

NET INCREASE (DECREASE) IN CASH AND CASH
  EQUIVALENTS                                                748         (2,939)

CASH AND CASH EQUIVALENTS, beginning of year                --            2,939
                                                     -----------    -----------

CASH AND CASH EQUIVALENTS, end of year               $       748    $      --
                                                     ===========    ===========

SUPPLEMENTAL DISCLOSURE
OF CASH FLOW INFORMATION

Cash paid for:

Interest                                             $      --      $      --
                                                     ===========    ===========
Taxes                                                $      --      $      --
                                                     ===========    ===========

SUPPLEMENTAL SCHEDULE OF NONCASH
INVESTING AND FINANCING ACTIVITIES

Common stock issued for services                     $ 4,667,802    $ 2,563,553
                                                     ===========    ===========
Common stock issued to liquidate liabilities         $   140,041    $ 1,695,522
                                                     ===========    ===========
Common stock issued for note receivable              $      --      $   138,000
                                                     ===========    ===========

See notes to consolidated financials statements.


                                      F-6
<PAGE>


                        NEUROTECH DEVELOPMENT CORPORATION
                                AND SUBSIDIARIES

                              NOTES TO CONSOLIDATED
                              FINANCIAL STATEMENTS

                       YEARS ENDED JUNE 30, 2002 AND 2001

 1.  Organization and Nature of Operations:
     -------------------------------------

     a.  Organization
         ------------

         Neurotech  Development  Corporation (the "Company") was incorporated in
 Delaware on September 13, 1983 as Bellevue Medical  Corporation.  On October 9,
 1984,  the Company  changed its name to  Neurotech  Corporation  and on July 1,
 1998, to Neurotech Development Corporation.

         The accompanying consolidated financial statements include the accounts
 of the Company and its wholly-owned  subsidiaries  Neuroscientific  Corporation
 (dormant) and Global Health Enterprises, Inc. ("Global"). Global's wholly-owned
 subsidiary,  Health  Systems Home Care,  was sold  effective  July 1, 1998. The
 remaining  operations of Global were discontinued on October 17, 1998 (see Note
 5). The Company has formed a new subsidiary,  Doctors4Doctors.com,  Inc., which
 has had no  operations  to date.  All  significant  intercompany  balances  and
 transactions have been eliminated upon consolidation.

     b.  Nature of operations
         --------------------

         Prior to 1996,  the Company was engaged in the assembly,  marketing and
 sale of proprietary  non-invasive medical research instruments and custom delay
 lines, and the distribution of non-ozone depleting refrigerant products.  These
 businesses  were  discontinued  in 1996.  Effective  June 1, 1996, the Company,
 through its newly formed  subsidiary,  Global,  acquired the real  property and
 operating assets and liabilities of Mary E. Dickerson Memorial  Hospital,  a 49
 bed acute care hospital in Jasper,  Texas.  The hospital was doing  business as
 Lakes Regional Medical Center. On October 17, 1998, the hospital was closed and
 all operations were discontinued (see Note 5).

         Since then, the Company has been engaged in the design and  development
 of a rapid deployment  healthcare  system for the third world.  Construction on
 its first hospital unit commenced in 2002.

 2.  Going Concern:
     -------------

         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  shareholders'
 deficit and working  capital  deficit of  approximately  $4,844,000 at June 30,
 2002.  Effective  October 17, 1998,  creditors have taken  substantially all of
 Global's assets and the Company and other  subsidiaries  have  substantially no
 assets.  In addition,  the Company has continued to incur operating  losses for
 periods  subsequent to June 30, 2002.  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. F-8


                                      F-7
<PAGE>


 2.  Going Concern: (Cont'd)
     ----------------------

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

 3.  Summary of Significant Accounting Policies:
     ------------------------------------------

     a.  Cash and cash equivalents
         -------------------------

         Cash and cash  equivalents  include  investments  in highly liquid debt
 instruments with a maturity of three months or less.

     b.  Use of estimates
         ----------------

         The  preparation of financial  statements in conformity  with generally
 accepted  accounting  principles  requires  management  to make  estimates  and
 assumptions  that affect the  reported  amounts of assets and  liabilities  and
 disclosure of contingent  assets and  liabilities  at the date of the financial
 statements  and the  reported  amounts  of  revenues  and  expenses  during the
 reporting  period.  Actual  results  could  differ  from those  estimates.  Net
 liabilities of discontinued  operations  include  management's best estimate of
 the  ultimate  liability  that may result  from the  closing  of the  Company's
 hospital operations and settlement of its obligations.  The amounts the Company
 ultimately may be required to pay could differ materially in the near term from
 the amounts assumed in arriving at the net liability of discontinued operations
 at June 30, 2002.

     c.  Income taxes
         ------------

         The  Company  records  deferred  tax  assets and  liabilities  based on
 differences  between  the  financial  reporting  and tax  basis of  assets  and
 liabilities,  using tax rates in effect when those  differences are expected to
 reverse. A valuation  allowance is established for net deferred tax assets when
 management  determines  that it is more likely than not that the  deferred  tax
 asset will not be realized.

     d.  Advertising
         -----------

         The Company expenses advertising costs as incurred. For the years ended
 June 30, 2002 and 2001, the Company expensed $12,400 and $8,510, respectively.

     e.  Basic and diluted earnings (loss) per share
         -------------------------------------------

         Basic earnings  (loss) per share are computed by dividing income (loss)
 available  to common  stockholders  by the  weighted  average  number of common
 shares  outstanding  during the period.  Diluted  earnings (loss) per share are
 computed after giving effect to all dilutive  potential common shares that were
 outstanding  during the period.  However,  the computation of diluted  earnings
 (loss) per share shall not assume  conversion  of  potential  common  shares if
 conversion  would have an  antidilutive  effect on  earnings  (loss) per share.
 Therefore,  diluted  loss per share has not been  presented  because the effect
 would have been antidilutive in all periods presented.

     f.  Stock-based compensation
         ------------------------

         The Company  accounts for stock option  grants in  accordance  with APB
 Opinion No. 25, "Accounting for Stock Issued to Employees."



                                      F-8
<PAGE>


 3.  Summary of Significant Accounting Policies: (Cont'd)
     ---------------------------------------------------

     g.  Comprehensive income
         --------------------

         Other  comprehensive  income  refers to revenues,  expenses,  gains and
 losses that under generally  accepted  accounting  principles,  are included in
 comprehensive  income but are excluded  from net income,  as these  amounts are
 recorded directly as an adjustment to stockholders'  equity. The tax benefit or
 expense,  as well as any  reclassifications  related to the components of other
 comprehensive income were not significant.

     h.  New accounting pronouncements
         -----------------------------

         In July 2001, the Financial  Accounting Standards Board ("FASB") issued
 Statement of Financial  Accounting  Standards  ("SFAS") No. 142,  "Goodwill and
 Intangible  Assets".  SFAS No. 142  eliminates  the  amortization  of goodwill,
 requires  annual  impairment  testing of goodwill and introduces the concept of
 indefinite life intangible assets. It will be effective in the first quarter of
 fiscal year 2003.  The new rules also  prohibit  the  amortization  of goodwill
 associated with business  combinations  that close after June 30, 2001. Also in
 July 2001, the FASB issued Statement No. 143,  "Accounting for Asset Retirement
 Obligations"  which  requires  the  recognition  of a  liability  for an  asset
 retirement obligation in the period in which it is incurred. When the liability
 is initially  recorded,  the carrying amount of the related long-lived asset is
 correspondingly  increased. Over time, the liability is accreted to its present
 value and the related  capitalized charges are depreciated over the useful life
 of the asset.  Statement No. 143 is effective for fiscal years  beginning after
 June 15, 2002. In August 2001, the FASB issued  Statement No. 144,  "Accounting
 for the  Impairment  or Disposal of  Long-Lived  Assets" which is effective for
 fiscal periods  beginning  after  December 15, 2001 and interim  periods within
 those fiscal years.  Statement  No. 144  establishes  an  accounting  model for
 impairment or disposal of long-lived assets including discontinued  operations.
 In April 2002, the FASB issued Statement of Financial  Accounting Standards No.
 145,  "Rescission  of FASB  Statements  No.  4, 44 and  64,  Amendment  of FASB
 Statement  No. 13, and  Technical  Corrections"  which is effective  for fiscal
 years  beginning  after May 15, 2002.  The  statement  rescinds and  eliminates
 inconsistencies in existing pronouncements. The Company is currently evaluating
 the impact of  Statements  Nos.  142, 143 and 145. The Company does not believe
 that  these  pronouncements  will  have a  material  effect  on  the  financial
 statements.

 4.  Revenue Recognition:
     -------------------

         The Company entered into an agreement with Shanghai  Dadian  Biological
 Technology Development Co. Ltd. ("Shanghai Dadian") for the construction of the
 Ren De  Convalescent  Hospital.  In January  2002,  Neurotech  entered  into an
 agreement  with Shanghai  Guangsha  (Group) Co. Ltd. for the first phase of the
 construction of the hospital. This phase consists of civil engineering and site
 work and was  completed  as of June 30,  2002,  with  the  subcontractor's  fee
 totaling   $5,500,000.   The  Company  recognized  revenues  of  $5,500,000  in
 connection with the first phase of this contract.

         Revenue   from   fixed   price   contracts   are   recognized   on  the
 percentage-of-completion  method, measured primarily by the percentage of costs
 incurred to date to estimated total costs for each phase of the contract.  This
 method is used because  management  considers  expended  amounts to be the best
 available measure of progress on these contracts.

         Contract  costs  include   subcontractor's  fees  related  to  contract
 performance.  Selling,  general and administrative costs are charged to expense
 as incurred.



                                       F-9


<PAGE>


 4.  Revenue Recognition: (Cont'd)
     ----------------------------

         Provision for estimated losses on uncompleted  contracts is made in the
 period in which such losses are  determined.  Changes in job  performance,  job
 conditions  and  estimated  profitability  may result in revisions to costs and
 income and are  recognized  in the period in which  revisions  are  determined.
 Income from final contract negotiations is included in revenues when resolved.

 5.  Discontinued Operations:
     -----------------------

         Effective  July  1,1998,  the  Company  discontinued  and sold its home
 health care business and 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 of the
 assets of Global, the Company's wholly-owned subsidiary.

     Net liabilities of discontinued operations consist of the following at June
30, 2002:

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

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

         The Company's  subsidiary,  Global, had been in default under the terms
 of one or more of its notes payable  agreements  with secured  creditors  since
 1996.  When the hospital  closed in October  1998,  DVI  Business  Credit Corp.
 foreclosed  on  obligations  due  them  of  approximately  $516,760,  including
 principal and interest,  and assumed control of collateral  consisting of cash,
 accounts  receivable  and major  movable  equipment  with a  recorded  value of
 approximately $365,025. The remaining obligation to DVI, if any, is in dispute.
 In January 1999, DT Investments,  the holder of two notes originally payable to
 the  Bank  of  America   National  Trust  and  Savings   Association   totaling
 approximately  $2,098,760,  including principal,  interest, and unpaid property
 taxes as of October 30, 1998, assumed control of collateral consisting of land,
 land improvements, buildings, and building improvements and other assets with a
 recorded value of approximately  $1,919,850.  The Company has included $151,735
 in net liabilities of  discontinued  operations  related to these matters.  The
 remaining net liabilities of discontinued  operations consist of amounts due to
 unsecured  creditors of Global.  While the amounts for which the Company  could
 ultimately be obligated  could differ from the amounts  assumed in establishing
 the net  liability,  management  believes  that  the  recorded  amount  will be
 sufficient to cover future obligations, if any.

 6.  Investments:
     -----------

         During the year ended June 30, 2000, the Company  entered into a series
 of letter  agreements  to  acquire up to 60% of the  common  stock of  American
 International Medical Resources,  Inc. ("AIM") for cash of $4,100,000 and notes
 of $3,900,000.  AIM was then to acquire 100% of Residential  Health Care,  Inc.
 ("RHC"). The Company planned to purchase the remaining 40% of AIM for 8,500,000
 shares of the Company's  common stock.  The Company  acquired a 12.6% ownership
 interest in AIM for $1,320,000 and AIM made a deposit of $1,250,000  toward the
 acquisition of RHC. The Company was unable to complete the planned  transaction
 and at June 30, 2000 an  impairment  provision  of  $1,165,000  was recorded to
 reduce  the  Company's  investment  to the  estimated  fair  value of its 12.6%
 ownership interest in AIM.

                                      F-10


<PAGE>


 6.  Investments: (Cont'd)
     --------------------

         In  December   2000  and  January  2001,   the  Company's   subsidiary,
 Doctors4Doctors.com,   Inc.  ("D4D")  entered  into  new  agreements  with  the
 shareholders of RHC whereby D4D would acquire the remaining interest in AIM for
 200,000  shares of D4D common stock and complete the  acquisition of RHC for an
 additional  payment of $2,750,000 of which part would be cash and the remainder
 a note payable over four years. D4D attempted a private  placement to raise the
 cash portion of the planned  acquisition but was not successful and no cash was
 raised. Therefore, the acquisitions have not been completed and there can be no
 assurance that they will be completed in the future.  Accordingly,  at June 30,
 2001,  an  impairment  provision  of $155,000  has been  recorded to reduce the
 Company's investment in AIM to no value. Should the transactions  ultimately be
 consummated,  management believes that the full amount of the investment in AIM
 before  the  impairment  provision  will  be  applied  to  the  acquisition  as
 originally anticipated.

         In March  2001,  the Company  finalized  the  documentation  of a joint
 venture with China Chen South America  Construction  Contracting Co. (CCS). The
 joint venture, called International  Humanitarian Development Ltd. ("IHD"), was
 formed  in Hong  Kong.  CCS is  obligated  to  contribute  cash,  construction,
 finance,  engineering  and  project  management  to  IHD  for a  50%  ownership
 interest.  The Company is obligated to contribute cash and assign its rights in
 various letters of understanding to IHD for a 50% ownership interest.  To date,
 the Company has not made its cash contribution to IHD and, as of June 30, 2002,
 the joint venture has had no operations.

         In April 2001,  the Company  entered  into an agreement  with  Shanghai
 Shipbuilding  for the formation of a joint venture.  The new joint venture will
 be  incorporated  in Hong Kong and will be  equally  owned by each  party.  The
 purpose of the joint venture will be to market,  design, build and equip marine
 craft with  health  care  applications.  At June 30,  2002 the  proposed  joint
 venture has had no operations.

 7.  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  $517,000 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.

         The Company is involved in various  lawsuits and claims  incidental  to
 its business. In the opinion of management,  the ultimate liabilities,  if any,
 resulting  from such  lawsuits  and  claims,  will not  materially  affect  the
 financial position of the Company.

                                      F-11


<PAGE>


 8.  Income Taxes:
     ------------

         The  provision  for income taxes for the years ended June 2002 and 2001
 was computed as follows:

                                                    2002             2001
                                                ------------     ------------

     Tax benefit at federal statutory rates     $  2,145,000     $  3,004,200
     Losses not providing tax benefits            (2,145,000)      (3,004,200)
                                                ------------     ------------
     Tax provision                              $          -     $          -
                                                ============     ============

         The components of the Company's  deferred tax assets and liabilities at
 June 30, 2002 were:



    Net operating loss carryforward             $  11,489,000
    Impairment allowance                              449,000
    Officers' compensation                            600,000
    Allowance for doubtful accounts                    17,000
    Reserves for losses                                34,000
    Research and development credits                   62,000
                                                -------------
    Net deferred tax assets                        12,651,000
    Valuation allowance                           (12,651,000)
                                                -------------
    Net deferred taxes                          $           -
                                                =============
    Change in valuation allowance               $   2,118,700
                                                =============

         The change in the deferred tax  valuation  allowance for the year ended
 June 30, 2001 was $3,004,200.

         The Company has a net  operating  loss  carryforward  of  approximately
 $33,776,000  which  ultimately  expires in 2022.  In addition,  the Company has
 research and development  credit  carryforwards of approximately  $61,800 which
 ultimately expire in 2006.

         The Company's profits and losses on its foreign  operations are subject
 to taxation by the local tax jurisdictions.  No foreign taxes were reported for
 the years ended June 30, 2002 and 2001.

 9.  Related Party Transactions:
     --------------------------

         The Company's related party transactions  consist primarily of advances
 from and  repayments  to  related  individuals  and  entities  owned by  common
 shareholders.  The amounts due these related  parties are separately  stated on
 the  accompanying   consolidated  balance  sheet  as  accounts  payable-related
 parties.  Included in administrative expenses for the years ended June 30, 2002
 and 2001 are $-0- and $18,000 of office rent to a related company.  Included in
 interest  expense  for the year ended June 30,  2001 is $17,252 of  interest on
 accounts payable to related parties.

                                      F-12

 10. Stockholders' Deficiency:
     ------------------------

         In April 2002, the Company approved a recapitalization  plan.  Pursuant
 to such plan,  the  Articles of  Incorporation  were  amended  authorizing  the
 issuance of 200,000,000  shares of which 180,000,000  shares are Class A common
 stock par value $.01 ("Class A"), 18,000,000 shares are Series 1 Class B common
 stock par value $.01 ("Class  B"), and  2,000,000  shares are  preferred  stock
 ("Preferred"). The Class A and Class B shares have the same rights, except that
 each  Class B share  is  convertible  into  one  Class A  share.  The  Board of
 Directors has the authority to issue the undesignated preferred stock in one or
 more series and to fix the rights,  preferences,  privileges  and  restrictions
 thereof. As of June 30, 2002, no shares of preferred stock have been issued.

         In May 2002,  effective with such plan, all stockholders  were entitled
 to exchange 1.1 shares of their existing common stock ("Common") for 1 share of
 Class A common  stock  and 1/10  share of Series 1 Class B common  stock.  As a
 result of this  recapitalization,  there  was no change in the total  shares of
 common stock held by each shareholder.  The accompanying  financial  statements
 gives effect to the recapitalization for periods prior to June 2002.

         The Company  has had  minimal  cash  availability  for  several  years.
 Because of lack of cash,  common stock of the Company has been  utilized  where
 possible as payment for expenses of the Company, including salaries

         In July 2000,  the Company issued  7,997,250  shares of common stock to
 liquidate liabilities.

         In August 2000,  options to purchase  1,000,000  shares of common stock
 were exercised for $10,000.

         In September 2000 and June 2001, the Company issued 300,000 and 200,000
 shares of common stock in exchange for notes receivable for $138,000. The notes
 bear  interest at 7%. The notes and unpaid  interest  earned are reported as an
 offset against stockholders' equity (deficit).

         In October 2000,  the Company  issued 107,334 shares of common stock to
 two  shareholders  who then paid  liabilities of the Company.  Also, in October
 2000,  the Company  issued  1,278,000  shares of common  stock in exchange  for
 consulting  services and options to purchase  1,071,000 shares of the Company's
 common stock were exercised for $10,715.

         In December 2000, the Company issued  1,128,205  shares of common stock
 for  consulting  services to be  performed  over a 24-month  period.  Also,  in
 December  2000,  the  Company  issued  10,825,350  shares of  common  stock for
 officers' salaries and expense reimbursements.

         In January  2001,  the company  issued 45,000 shares of common stock to
 liquidate liabilities.

         In April 2001,  the Company  issued  460,000  shares of common stock as
 compensation for services performed.

         In June 2001, the Company  issued  16,480,000 to officers and others as
 compensation for services performed.

         In August 2001,  13,300,000 options were exercised and 3,650,000 common
 shares  related to a  previously  expired  option  were  issued.  The  proceeds
 resulting from the exercise of the options and the stock issuance of $1,816,500
 have not been paid to the Company as of June 30, 2002. Accordingly, that amount
 has been recorded as a receivable from  stockholders  and reported as an offset
 against stockholders' deficit.

                                      F-13


<PAGE>


 10. Stockholders' Deficiency: (Cont'd)
     ---------------------------------

         In August and September  2001, the Company issued  1,993,539  shares of
 common  stock  as   compensation   for  services   rendered  and  to  liquidate
 liabilities.

         In January and February 2002, the Company  issued  1,052,000  shares of
 common stock as  compensation  for  services.  In addition,  250,000  shares of
 common  stock  were  issued to an  employee  to replace  200,000  shares he had
 transferred  to a third  party as  compensation  for  services  rendered to the
 Company.

         In May 2002 the  Company  issued  4,000,000  shares of common  stock as
 compensation for services.

         In June 2002 the  Company  issued  29,431,269  shares of Class A common
 stock to officers and  shareholders  to replace shares they had  transferred to
 third parties as compensation for services rendered to the Company.

         All issuances of common stock as compensation for services performed or
 to liquidate liabilities were valued at the closing market price on the day the
 Company entered into binding agreements to issue the shares.

 11. Stock Options:
     -------------

         In July 2000, the Company granted  3,100,000 options to purchase common
 stock to officers of the Company as bonus  compensation  for services  rendered
 for the year ended June 30, 2000.  The options are  exercisable  for five years
 from the date of grant at an  exercise  price of $0.10 per  share.  The  market
 price per share at the grant  date was $0.21 per share.  Accordingly,  $341,000
 was accrued and charged to compensation expense at June 30, 2000.

         In January  2000,  the Company  granted  10,000,000  stock options to a
 consulting  company to provide investment banking and advisory services for one
 year. The options were exercisable at $0.01 per share over the following terms:

     a.  3,000,000   within  90  days  from  the  execution  of  the  consulting
         agreement; and

     b.  7,000,000  upon the  earlier to occur of (i) the listing of the Company
         on the NASD  Small  Cap  Market  or (ii) one year  from the date of the
         consulting agreement.

         The fair value of the options  granted of  $8,000,000  was  recorded as
 deferred  compensation was amortized over the one-year period of the consulting
 agreement. For the years ended June 30, 2001 and 2000, approximately $4,378,000
 and $3,622,000, respectively, was charged to expense related to this consulting
 agreement.  The  fair  value  of  consulting  costs  deferred  and  charged  to
 operations were calculated  using the  Black-Scholes  option pricing model with
 the following  assumptions:  dividend  yield of 0%;  expected life of one year;
 volatility  of 214.63%;  and a risk-free  interest rate of 6.5%. As of June 30,
 2001,  5,071,500  options  granted under this agreement have been exercised and
 the  remaining  4,928,500  options have  expired.  However,  in August 2001 the
 Company  permitted  the  consultant to exercise  3,650,000 of these  previously
 expired  options.  The Company  recorded a charge to  operations of $547,500 in
 connection with this exercise.

                                      F-14


<PAGE>


 11. Stock Options: (Cont'd)
     ----------------------

         In January 1999, the Company granted  2,250,000 options to officers and
 directors  and in December  1997,  the  Company  granted  2,250,000  options to
 officers and directors and 200,000 options to non-employees.  These options may
 be exercised for a five-year period from the date of grant at $0.20 per share.

         On August 15, 2001, the Company granted  5,700,000  options to officers
 and employees to purchase  common stock of the Company at an exercise  price of
 $.10 per share.  The  options are  exercisable  for five years from the date of
 issuance.  The market value of the Company's common stock exceeded the exercise
 price on the grant date and $342,000 was recorded as compensation  expense. All
 of these options were exercised on August 17, 2001.

         A summary of the status of the Company's  stock options,  excluding the
 August 2001 exercise of previously  expired  options as discussed  above, is as
 follows:
<TABLE>
<CAPTION>
                                                            Years Ended June 30,
                                            ----------------------------------------------------
                                                     2002                          2001
                                            ----------------------        ----------------------

                                                          Weighted                      Weighted
                                                          Average                       Average
                                             Shares       Exercise         Shares       Exercise
                                             (000)         Price           (000)         Price
                                            --------      --------        --------      --------
<S>                                         <C>           <C>             <C>           <C>
    Outstanding, beginning                     7,800      $    .16          11,700      $    .09
       Granted                                 5,700           .10           3,100           .10
       Exercised                              13,300           .13           2,072           .01
       Forfeited                                  -           -              4,928           .01
                                            --------      --------        --------      --------

    Outstanding, ending                          200      $                  7,800           .16
                                            ========      ========        ========      ========

    Options exercisable at year end              200      $    .20           7,800      $    .16
                                            ========      ========        ========      ========

    Weighted average fair value of
       options granted during the year                    $    .20                      $    .17
                                                          ========                      ========
</TABLE>

         At June 30, 2002,  200,000 options  outstanding have a weighted average
 exercise price of $0.20 per share and a weighted average remaining  contractual
 life of .5 years.

         The options  issued to employees  on August 15, 2001 were  exercised on
 August 17, 2001. Because of the short period outstanding, as was anticipated by
 the Company,  the fair value of the options was  equivalent to their  intrinsic
 value ($342,000),  and accordingly they have no effect on the pro forma results
 of operations for the year ended June 30, 2002.

         For the year  ended  June 30,  2001,  had  compensation  costs  for the
 Company's  stock options been  determined  based on the fair value at the grant
 date, the Company's net loss and net loss per share would have been as follows:

    Pro forma net loss                           $ (9,024,149)
                                                 ============

    Pro forma basic loss per share               $      (0.12)
                                                 ============

         Compensation  cost for the year  ended  June 30,  2001,  under the fair
 value method was  estimated  using the  Black-Scholes  model with the following
 assumptions:  dividend  yield of 0%;  expected  life of 5 years;  volatility of
 189.75%, and a risk-free interest rate of 6.53%. F-16

 12. Subsequent Event:
     ----------------

         In August  2002,  the Board of  Directors  authorized  the  issuance of
 4,000,000 and  6,000,000  share of its common stock to its wholly and partially
 owned  subsidiaries,   Neurotech  Shanghai  and  Empire  Management  Co,  Ltd.,
 respectively, to provide for the capitalization for those entities.


                                      F-15


<PAGE>


 ITEM 8   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
          FINANCIAL DISCLOSURE

         The Company has changed its  auditing  firm to Holtz  Rubenstein & Co.,
 LLP, Melville,  New York and has had no disagreements with its present or prior
 accounting  firm as to the  presentation  or content of  financial  disclosure.
 Notice of change of  auditors  has been filed  approximately  contemporaneously
 with this filing on Form 8-K and reference is made to such filing, the contents
 of which are incorporated herein by reference for the reasons for the change in
 auditors and any related Exhibits.


                                    PART III

 ITEM 9   DIRECTORS AND OFFICERS, PROMOTERS AND CONTROL PERSONS; AND COMPLIANCE
          WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934


 Name                                                 Position
 ----                                                 --------
 Bernard Artz                                         Chairman, CEO
 Lawrence Artz                                        Vice President, Director
 Jack Fishman                                         Director

         Bernard  Artz,  age 78, has been the  chairman  and CEO of the  Company
 since 1994.  From 1993 to 1996, he was a vice  president and director of Travel
 Safety Corp. From 1994 to the present he has been a director and co-chairman of
 Lundell Technologies, Inc., a public company.

         Lawrence  Artz, age 52, has been an officer and director of the company
 since 1994.  From 1994 to the  present  Mr.  Artz has been a director  and vice
 president  of Lundell  technologies,  Inc, a public  company.  From 1993 to the
 present Mr. Artz has been the managing director of Safety and Technology Group,
 Ltd., of Hung Kong, a  manufacturer  of non-ozone  depleting  refrigerants  and
 children's  safety  products.  From 1993 to present  he has been a director  of
 Global  Investment  Fund, Ltd. From 1991 to 1993 he was a managing  director of
 Starcomm Ltd, a manufacturer of children's  safety products.  From 1987 to 1991
 he was a managing  director of Asia Industries Group, Ltd. From 1981 to 1985 he
 was director of marketing for Conair  Corporation.  Lawrence Artz is the son of
 Bernard Artz.

         Jack  Fishman,  age 73 had been an officer and  director of the Company
 from 1994 to 1999 when he resigned his positions for health reasons. Since July
 2000 he was appointed and remains a director of the Company.  Mr.  Fishman is a
 Certified public Accountant.


 Compliance with Section 16(a) of the Exchange Act
 -------------------------------------------------

         Management  believes that all relevant  parties have failed to file any
 reports  required  under section 16(a) of the  Securities  Exchange Act of 1934
 since 1997 and the Company has been unable to  reconstruct  what filings should
 have been made in prior periods.


 ITEM 10  EXECUTIVE COMPENSATION

<TABLE>
<CAPTION>

                                                      SUMMARY COMPENSATION TABLE

                                   Annual compensation                        Long term compensation
                                                                                      AWARDS
                                                                                           Securities
                                                                           Restricted      underlying        Other
                                              Salary   Bonus     Total     stock award   options / SARs   Compensation
   Name and principal position     Year        ($)      ($)       ($)          ($)             (#)
<S>                                <C>         <C>      <C>       <C>          <C>        <C>             <C>
Bernard Artz , Chairman            2000        $-0-     -0-       -0-          -0-          950,000 (5)   $525,000 (2)
                                   2001        $-0-     -0-       -0-          -0-        1,500,000 (6)   $300,000 (3)

Lawrence Artz, Vice President      2000        $-0-     -0-       -0-          -0-          950,000 (5)   $413,034 (2)
                                   2001        $-0-     -0-       -0-          -0-        1,500,000 (6)   $300,000 (3)

Jack Fishman (8)                   2000        $-0-     -0-       -0-          -0-             -0-         $10,500 (7)
                                   2001        $-0-     -0-       -0-          -0-             -0-         $20,000 (9)
</TABLE>


<TABLE>
<CAPTION>
                                               Value of                 FY 2002
                                    Accrued    Options                  Options
                                    Salary     Granted     Total        Issued       Percent
                                    -------    -------     -------     ---------     -------
<S>                                 <C>         <C>        <C>         <C>            <C>
 Bernard Artz, Chairman, CEO        400,000     90,000     490,000     1,500,000      26.3%
 Lawrence Artz, V.P., Director      400,000     90,000     490,000     1,500,000      26.3%
 Jack Fishman, Director                   -          -           -             -       0.0%
                                    -------    -------     -------     ---------     -------
                                    800,000    180,000     980,000     3,000,000      52.6%
                                    -------    -------     -------     ---------     -------

                                                           Other       2,700,000      47.4%

                                                           Total       5,700,000     100.0%
                                                                       ---------     -------
</TABLE>


                                       30
<PAGE>

 ITEM 11  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         The following  table sets forth,  as of November 12, 2002, the name and
 number of shares of the Com0pany's Common Stock, $.01 par value, held of record
 or beneficially by each director, each named executive officer and all officers
 and directors as a group. Other than officers and directors,  the Company knows
 of no other stockholder who holds of record or beneficially more than five (5%)
 percent of the issued and  outstanding  shares of the  Company's  common stock.
 Approximately forty-two (42%) percent of the Company's outstanding common stock
 is held in the name of Cede & Company.
<TABLE>
<CAPTION>

 Name                                    No. of Shares of Common            (2)
 and Address  (1)                        Stock Beneficially Owned     Percent of Class
 ----------------                        ------------------------     ----------------
<S>                                             <C>                        <C>
 Officers, Directors and Nominees:

 Bernard Artz                                   19,439,607                 11.56%
 Lawrence M. Artz                               17,443,956                 10.38%
 Jack Fishman                                      100,000                   .08%
                                               -----------                --------

 Directors and Officers as a Group:             36,903,563                 21.99%
 Three (3) Persons.
</TABLE>

 (1) The  address for each of the named  officers  is 10 Cedar Swamp Road,  Glen
 Cove, New York 11542
 (2) Based upon 168,116,023 shares outstanding as of November 12, 2002


 ITEM 12  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         From  time to time  officers,  members  of the board of  directors  and
 shareholders  have advanced  money to the Company and have been  compensated by
 the  issuance of common  stock or stock  options in the amount of said  advance
 plus twenty percent of said sum. Officers,  board members and shareholders have
 from time to time issued  their  securities  to others on behalf of the Company
 and it is the  policy  of the  Company  to  reimburse  these  persons  for such
 advances by the issuance of common stock or stock options.


 ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

 None



                                       31
<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 19th day of November 2002.

NEUROTECH DEVELOPMENT CORPORATION


                          By:  /s/ Bernard Artz
                          ----------------------------------------------------
                               Bernard Artz, Chairman, Chief Executive Officer


         In accordance  with the Exchange Act, this report has been signed below
 by the following  persons on behalf of the registrant and in the capacities and
 on the dates indicated.


                          By:  /s/ Bernard Artz
                          ------------------------------------------------------
                               Bernard Artz, Chairman, Chief Executive Officer &
                               Chief Financial Officer

                          Date:     November 19, 2002



                          By:  /s/ Lawrence M. Artz
                          -------------------------------------
                               Lawrence M. Artz, Vice President

                          Date:     November 19, 2002







                                       32
<PAGE>




                              FORM OF CERTIFICATION
                       PURSUANT TO RULE 13a-14 AND 15d-14
              UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

CERTIFICATIONS

         I, Bernard Artz, certify that:

1. I have reviewed  this annual  report on Form 10-KSB of Neurotech  Development
Corporation.

2.  Based on my  knowledge,  this  annual  report  does not  contain  any untrue
statement of 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 annual
report;

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information included in this annual, 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 annual report;

4.  The  registrant's  other  certifying  officer  and  I  are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

         (a) designed  such  disclosure  controls and  procedures to ensure that
         material  information   relating  to  the  registrant,   including  its
         consolidated  subsidiaries,  is made known to us by others within those
         entities, particularly during the period in which this annual report is
         being prepared;

         (b) evaluated the effectiveness of the registrant's disclosure controls
         and  procedures  as of a date within 90 days of the filing date of this
         annual report (the "Evaluation Date"); and

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

5. The registrant's other certifying officer and I have disclosed,  based on our
most recent evaluation,  to the registrant's auditors and the audit committee of
the  registrant's  board of  directors  (or persons  performing  the  equivalent
functions):

         (a) all significant deficiencies 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 other certifying officer and I have indicated in this annual
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: November 19, 2002                  /s/ Bernard Artz
                                        -----------------
                                        Bernard Artz, Chairman, Chief Executive
                                        Officer & Chief Financial Officer



                                       33
<PAGE>


                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection  with the Annual Report of Neurotech  Development  Corporation  on
Form 10-KSB for the period ended June 30, 2002 as filed with the  Securities and
Exchange Commission on the date hereof (the "Report"),  the undersigned,  in the
capacities and on the dates indicated  below,  hereby  certifies  pursuant to 18
U.S.C.  Section 1350, as adopted  pursuant to Section 906 of the  Sarbanes-Oxley
Act of 2002, that to the best of his knowledge:

1.       The Report fully  complies  with the  requirements  of Section 13(a) or
15(d) of the Securities Exchange Act of 1934; and

2.       The  information  contained  in  the  Report  fairly  presents,  in all
material  respects,  the  financial  condition  and results of  operation of the
Company.

                             Date:   November 19, 2002

                                     /s/ Bernard Artz
                                     ---------------------------
                                     Bernard Artz, Chairman, Chief Executive
                                     Officer & Chief Financial Officer






                                       34
<PAGE>