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

                                   Form 10-KSB

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

                     For the fiscal year ended June 30, 2001
                                               -------------

(   )    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 LANE, 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 ( x )    No ( )
                                   -----       -----

         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, 2001, were $-0-.

         The aggregate  market value of the voting stock held by  non-affiliates
approximated  $14,420,222,  computed by  reference to the average of the bid and
asked prices for such stock on October 10, 2001. 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.

         117,256,471 shares of issuer's common stock were outstanding at October
10, 2001.

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





<PAGE>


                                TABLE OF CONTENTS

   ITEM NUMBER AND CAPTION                                               PAGE
   PART I

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

   PART II

     ITEM 5.      MARKET FOR REGISTRANTS COMMON EQUITY AND
                  RELATED STOCKHOLDER MATTERS                              5
     ITEM 6.      MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION OR PLAN OF OPERATION                 6
     ITEM 7.      FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA             12
     ITEM 8.      CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
                  ON ACCOUNTING AND FINANCIAL DISCLOSURE                  28

   PART III

     ITEM 9.      DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND
                  CONTROL PERSONS: COMPLIANCE WITH SECTION 16(a)
                  OF THE EXCHANGE ACT                                     28
    ITEM 10.      EXECUTIVE COMPENSATION                                  29
    ITEM 11.      SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
                  OWNERS AND MANAGEMENT                                   30
    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 in Delaware on September 13, 1983 as Bellevue Medical  Corporation.
The Company changed its name, on October 9, 1984, to Neurotech Corporation, and,
on July 1, 1998, to Neurotech Development Corporation.

         Neurotech has three wholly-owned subsidiaries: (1) Doctors4Doctors.com,
Inc.,  a  Delaware  corporation  formed in  January  2000;  (2)  Neuroscientific
Corporation, a dormant Delaware corporation;  and (3) Global Health Enterprises,
Inc. ("Global"),  a dormant Delaware corporation that discontinued operations in
October 1998. The accompanying  consolidated  financial  statements  include the
accounts of the Company and its wholly-owned subsidiaries.

Historical 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 acquired  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,  doing  business  as Lakes  Regional
Medical  Center.  Bank of America  retained a mortgage on the hospital to secure
indebtedness of approximately $1.7 million.  Global 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  Bandung,  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., and 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.



                                       3
<PAGE>

         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  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 have been revised to early to mid
2002, because of delays 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'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  support.  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 is primarily  governmental entities, all areas
of compliance  are  stipulated  in advance and  governmental  approvals  must be
granted prior to construction.

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

         Doctors4Doctors.com,    Inc.   ("Doctors4Doctors"),    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 Doctors4Doctors to supply certain services in
connection with the Company's overseas  hospitals.  The Doctors4Doctors web site
is open for registration and is currently piloting services in beta form at this
time.

Employees
---------

         The Company employs three executives and one clerical  person,  but has
no other employees.


ITEM 2.  DESCRIPTION OF PROPERTY

         The Company  presently leases office space at 10 Cedar Swamp Lake, Glen
Cove,  New York from  Condemor  Realty on a  month-to-month  basis.  The Company
occupies  approximately  2,000 square feet and pays a monthly rent of $2,000. In
addition,  Lawrence Artz has leased office space in Shanghai, China on behalf of
Neurotech for $1,400 per month, including rent and 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 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 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,  but the Court has not ruled on that motion. DVI has not provided to the
Company an acceptable accounting for the collateral. The Company contends



                                       4
<PAGE>

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 exceed $500,000 plus attorney's fees, late charges, penalties and
interest.  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
provided for its future  obligations  and that the ultimate  resolution  of this
matter will not have a material effect on its financial position.

         Cause No. 21,538,  Lisa Stanley and 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 Ms. Stanley  suffered damage to her perineum during  childbirth as a result
of the  delivery of her infant being  rushed and forceps  being  utilized on the
fetus when it was in too high a  position  resulting  in too much  strain on Ms.
Stanley's  perineum with resulting  laceration to it. At the time of the alleged
negligence  Mary E. Dickerson  Hospital was owned by Global Health  Enterprises,
Inc., a  wholly-owned  subsidiary  of the  Company,  although the hospital is no
longer  owned by Global.  Plaintiffs  allege that the  treating  physician,  Dr.
McMurray,  and hospital  employees  were  negligent in: (1) failing to recognize
that the  position  of the  fetus  called  for the  fetus to be  shifted  into a
different  position  which if done could have  prevented  the forceps from being
used in a way that would put too much strain on Ms. Stanley's perineum,  and (2)
failing to recognize the drug used to stimulate labor,  pitocin, was being given
in too great a dose  resulting in the use of forceps  that caused  injury to Ms.
Stanley. While the plaintiffs' counsel has moved to withdraw from representation
of the plaintiffs, the case is still outstanding.  Plaintiffs have pled that the
facts  establishing their cause of action were concealed from them by defendants
and that this should toll the statute of limitations.  We also recently received
a pleading  from Dr.  McMurray  indicating  he has filed  bankruptcy.  This will
result in the case being stayed.  The Company intends to vigorously  defend this
case, including alleging that the statute of limitations has expired.

         National  Linen  Service has a default  judgment  against the Company's
subsidiary, Global, in the amount of approximately $18,000.


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

         No matters  were  submitted  to a vote of security  holders  during the
fourth quarter of the Company's  fiscal year ending June 30, 2001.  However,  an
amendment to the Company's  Certificate of  Incorporation to increase the number
of authorized  shares of the Company's  common stock to 200,000,000 was approved
by the Board of Directors and by the written consent of shareholders who owned a
majority of the shares of the Company's common stock as of July 23, 2001.


                                     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
years  ended June 30,  2000 and 2001  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>
Fiscal 2000       $1.875    $1.062     $1.062      $.625      $1.25       $.50       $.812       $.21
Fiscal 2001         $.86    $.1875       $.31      $.125       $.40      $.125        $.19       $.08

</TABLE>

         On October 10, 2001, the bid price for the Company's  Common Shares was
$.17.



                                       5
<PAGE>

         As of October  10,  2001,  there  were 765  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  which  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 April 1, 2001 to June 30, 2001.
---------------------------------------------------------------------

         On June 22, 2001,  shares of the Company's  Common Stock were issued to
the individuals  listed in the following  chart.  The negotiated  stock price of
$.04 per share equaled 50% of the closing price of the Company's Common stock on
the previous  trading day,  June 21, 2001.  The total number of shares issued to
these  individuals in exchange for salary or fees owed to such  individuals were
as follows:

         Individual                 Salary/Fees      Shares
         ----------                 -----------      ------
         Bernard Artz               $175,000         4,375,000
         Lawrence Artz              $175,000         4,375,000
         Leonard Markman            $ 50,000         1,250,000
         Donald H. Rizzuto          $ 50,000         1,250,000

         On June 22, 2001, the Company issued,  pursuant to privately negotiated
transactions  in reliance on Section 4(2) of the Securities Act of 1933,  common
stock to certain  entities  and  individuals  described in the  following  eight
paragraphs:

         Cyberian  Enterprises  Ltd.  was issued  4,375,000  shares of Neurotech
common stock in return for consulting  services  rendered for the period January
1, 2000, to June 30, 2001.

         Jack  Fishman  was  issued  50,000  shares of the  common  stock of the
Company in lieu of monetary  compensation  for services  rendered as a member of
the Board of Directors.

         A clerical  employee was issued  105,000  shares of the common stock of
the Company in lieu of monetary compensation for services rendered.

         An  accountant  was issued  300,000  shares of the common  stock of the
Company in lieu of monetary  compensation for $30,000 in accounting  services at
$.10 per share.

         Two option holders  exercised  their  remaining  rights  pursuant to an
option granted in 1999 and were issued 200,000 shares of the common stock of the
Company at $.15 per share payable by a promissory  note in the amount of $30,000
plus interest.

         An  investor  was  issued  500,000  shares of the  common  stock of the
Company as reimbursement  for payment of expenses of the Company of $30,000 plus
interest.

         An investor was issued 60,000 shares of the common stock of the Company
as  reimbursement  for  payment of expenses of the Company of $6,000 at $.10 per
share.

         An  investor  was  issued  100,000  shares of the  common  stock of the
Company as  reimbursement  for  payment of expenses of the Company of $10,000 at
$.10 per share.


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
about future conditions that could prove not to be accurate. Actual



                                       6
<PAGE>

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

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

         At June  30,  2001,  the  Company  had $-0- in cash.  The  Company  has
incurred significant losses since inception resulting in a shareholders' deficit
and working capital deficit of $3,162,199 at June 30, 2001.

         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, 2001.

         The  Company  has  significant  liabilities  and no assets  or  assured
revenues.  Since the Company has no assets or revenues,  it will be difficult to
obtain financing for many if not all of the projects  described in this Section.
If financing is  obtained,  there can be no assurance  that the Company will not
default on its obligations or that the Company will produce any profits from any
of the projects described herein.

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

Years Ended June 30, 2001 and 2000

         The  Company had no revenues  for the years  ended June 30,  2001,  and
2000.

         The Company had losses for the years ended June 30, 2001,  and 2000, of
$8,819,327 and  $14,542,664,  respectively.  The losses resulted  primarily from
expenses incurred in the design and development of a rapid deployment healthcare
system.  The  losses  for  fiscal  2001 were  substantially  lower than for 2000
because more capital  expenses were needed to develop the  Company's  healthcare
system in 2000.

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

         While  the  Company  has  not  produced  any  revenue  from  continuing
operations  since  1998,  the Company  believes it has moved  forward in forming
strategic  relationships,  developing  services,  and  marketing  the  Company's
proprietary healthcare system. The Company's healthcare system is intended to be
a turnkey rapid deployment


                                       7
<PAGE>

healthcare  system  for the third  world  using,  in most  cases,  prefabricated
building systems purchased in the United States and proprietary  operational and
training  programs.  "Turnkey  rapid  development  healthcare  system"  means  a
complete healthcare system, including construction, operational links, software,
insurance and  education.  Management  hopes that it will develop  positive cash
flow in 2002,  but  there can no  assurance  that it will do so,  and,  in fact,
management  has  previously  miscalculated  how  long  it will  take to  develop
positive  cash flow.  All of the  Company's  planned  projects are major capital
undertakings and require numerous  approvals at many levels of government,  most
of which are foreign  governmental  entities or agencies.  The Company currently
believes  that  it  should  be  able  to  meet  all  of  its  clients'  material
requirements,  assuming its clients can arrange  financing and satisfy the other
provisions of the arrangements with the Company, such as obtaining all necessary
government approvals.

         The Company  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.

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  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 Bandung. In China,  Neurotech has letters of understanding
with the  Hongyan  Economic  Industry  & Trade  Co.,  Ltd.,  the Xian  Municipal
Government,  the Zhen Jiang Province Riyueming Economic and Trade Co., Ltd., the
People's Government of Jiading, Shanghai, The People's No.4 People's Hospital in
Tai-Zing  City,  Ren'ai  Tumours  Therapeutic  Centre,  the Jiangsu  Development
Authority,  the Shanghai 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 Development
Ltd.,  the  50/50  joint  venture  with CCS  described  below.  There  can be no
assurance  that any of these  projects will prove to be feasible or, if so, that
they will be completed.

         The Company  had  planned to begin  construction  of the  hospitals  in
Indonesia and China in March 2000, June 2000, and June 2001. However,  estimated
construction  start  dates  have been  revised  to  mid-2002  because  of delays
associated with implementing  payment facilities  acceptable to the Company. The
Company  believes that the financing  should be able to be obtained  because CCS
has a  production  history  which will aid the joint  venture  in its  financing
attempts. The Company anticipates that it will be paid in advance for each phase
of the  construction  work,  and that it will not have to raise  any  additional
funds to support  these  projects  beyond  amounts  received  for the  projects.
However, the Company cannot be certain that the funding will be obtained and, if
so, when it will be obtained.



                                       8
<PAGE>

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

         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, 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.

         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.  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.

         Doctors4Doctors.net,   Neurotech's   physician   services  website  for
licensed  physicians  only,  has  opened  its web site for  registration  and is
piloting  services in beta form at this time. Work has begun on Chinese language
architecture  for its website,  and the Company is attempting to position itself
with a strategic  partner to act as a value  added  reseller.  China,  which has
approximately 3 million licensed  physicians,  is seen as the largest new market
for these  services.  China has  numerous  medical  websites,  many of which are
operating  profitably.  D4D's telemedicine and continuing  education are seen as
the  largest  potential  usage  items  in  this  marketplace.   The  Company  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 used by healthcare  institutions
around the world.

IHD Joint Venture with CCS
--------------------------

         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 management 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  business.  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.


                                       9
<PAGE>


         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.  The project is subject to payment of a 20%  deposit,  preparation  of
final budgets, plans and documents, and obtaining financing.

         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
relocate  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, 2001, the Company  entered into a letter of  understanding
to build and equip a hospital  ship 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  $67,000,000  USD,  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.

         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 equiping  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.

         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.

Subsequent Events
-----------------

         IHD  received  financial  instruments  issued from  WaigaoQiao  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.  If financing is not arranged,  the financial
instruments must be returned.



                                       10
<PAGE>

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.


                                       11
<PAGE>

ITEM 7. FINANCIAL STATEMENTS


                         INDEX TO FINANCIAL STATEMENTS

                                TABLE OF CONTENTS


                                                                   Page


INDEPENDENT AUDITOR'S REPORT........................................F-2


CONSOLIDATED FINANCIAL STATEMENTS

     Consolidated Balance Sheets....................................F-3

     Consolidated Statements of Operations..........................F-4

     Consolidated Statements of Changes
         in Stockholders' Equity (Deficit)..........................F-5

     Consolidated Statements of Cash Flows..........................F-6

     Notes to Consolidated Financial Statements.....................F-8



                                       12
<PAGE>



                          INDEPENDENT AUDITOR'S REPORT


To the Board of Directors
Neurotech Development Corporation
Glen Cove, New York

We have  audited  the  accompanying  consolidated  balance  sheets of  Neurotech
Development  Corporation and Subsidiaries  (the Company) as of June 30, 2001 and
2000,  and  the  related  consolidated  statements  of  operations,  changes  in
stockholders'  equity  (deficit) and cash flows for each of the years in the two
year period ended June 30, 2001. These consolidated financial statements are the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audit to obtain reasonable  assurance about whether the consolidated
financial  statements  are free of  material  misstatement.  An  audit  includes
examining,  on a test basis,  evidence supporting the amounts and disclosures in
the  consolidated  financial  statements.  An audit also includes  assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall  consolidated  financial  statement  presentation.  We
believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above, present
fairly,  in  all  material   respects,   the  financial  position  of  Neurotech
Development  Corporation  and  Subsidiaries  at June 30, 2001 and 2000,  and the
results  of their  operations  and their cash flows for each of the years in the
two year period ended June 30, 2001, in conformity  with  accounting  principles
generally accepted in the United States of America.

The accompanying  consolidated  financial statements have been prepared assuming
that the Company will continue as a going  concern.  As discussed in Note 2, the
Company  has  experienced   recurring   operating  losses  since  inception  and
liabilities  exceeded assets by $3,162,199 at June 30, 2001.  These issues raise
substantial  doubt about the Company's  ability to continue as a going  concern.
Management's  plans in  regard to these  matters  are  described  in Note 2. The
consolidated  financial  statements  do not include any  adjustments  that might
result from the outcome of these uncertainties.




WEAVER AND TIDWELL, L.L.P.

Fort Worth, Texas
October 5, 2001


                                      F-2


<PAGE>





<TABLE>
<CAPTION>


               NEUROTECH DEVELOPMENT CORPORATION AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                             JUNE 30, 2001 AND 2000



                                                                               2001                2000
                                                                           -------------       -------------
                                 ASSETS

<S>                                                                        <C>                 <C>
CURRENT ASSETS
     Cash and cash equivalents                                              $     -             $     2,939
     Account receivable - related parties, less allowance
        for doubtful accounts - 2001 $51,083; 2000 $48,083                        -                  10,000
                                                                           -------------       -------------

            Total current assets                                                  -                  12,939

INVESTMENTS, less allowance for impairment
        2001 $1,320,000; 2000 $1,165,000                                          -                 155,000
                                                                           -------------       -------------

TOTAL ASSETS                                                                $     -             $   167,939
                                                                           =============       =============


             LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES
     Accounts payable and accrued expenses                                  $ 1,504,836         $ 2,765,075
     Accounts payable - related parties                                         298,168               4,730
     Net liabilites of discontinued operations                                1,359,195           1,359,195
                                                                           -------------       -------------

            Total current liabilities                                         3,162,199           4,129,000

STOCKHOLDERS' EQUITY (DEFICIT)
     Common stock; par value $0.01 per share;
        authorized 100,000,000 shares; issued 98,612,872
        and 57,919,733 shares, respectively                                     986,129             579,197
     Additional paid-in capital                                              28,400,273          24,177,877
     Retained earnings (deficit)                                            (31,308,029)        (22,488,702)
                                                                           -------------       -------------

                                                                            ( 1,921,627)          2,268,372
     Note receivable from sale of common stock                              (   143,985)                  -
     Deferred compensation                                                  (   141,054)        ( 5,273,900)
     1,354,829 shares of treasury stock, at cost                            (   955,533)        (   955,533)
                                                                           -------------       -------------

            Total stockholders' equity (deficit)                            ( 3,162,199)        ( 3,961,061)
                                                                           -------------       -------------

TOTAL LIABILITIES AND
     STOCKHOLDERS' EQUITY (DEFICIT)                                         $     -             $   167,939
                                                                           =============       =============


The Notes to Consolidated Financial
  Statements are an integral part of these statements.

</TABLE>

                                                                F-3

<PAGE>



<TABLE>
<CAPTION>


               NEUROTECH DEVELOPMENT CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                       YEARS ENDED JUNE 30, 2001 AND 2000



                                                               2001               2000
                                                          --------------     --------------
<S>                                                        <C>               <C>
REVENUE                                                    $       -         $        -

COSTS AND EXPENSES
     Salaries and benefits                                    2,159,454          4,325,144
     Consulting services                                      5,664,009          5,926,100
     Professional fees                                          342,426          2,253,191
     Impairment provision                                       155,000          1,165,000
     Travel                                                     203,015            355,036
     Administrative                                             278,072            501,450
     Interest                                                    17,351             16,743
                                                          --------------     --------------

            Loss before income tax benefit                 (  8,819,327)     (  14,542,664)

INCOME TAX BENEFIT                                                    -                  -
                                                          --------------     --------------


            Net loss                                       ($ 8,819,327)     ($ 14,542,664)
                                                          ==============     ==============


BASIC LOSS PER SHARE                                       ($      0.12)     ($       0.37)
                                                          ==============     ==============

Weighted average number of
     common shares outstanding                               74,318,497         39,693,222
                                                          ==============     ==============

The Notes to Consolidated Financial Statements
  are an integral part of these statements.

</TABLE>

                                            F-4


<PAGE>



<TABLE>
<CAPTION>


               NEUROTECH DEVELOPMENT CORPORATION AND SUBSIDIARIES
                       CONSOLIDATED STATEMENTS OF CHANGES
                        IN STOCKHOLDERS' EQUITY (DEFICIT)
                       YEARS ENDED JUNE 30, 2001 AND 2000



                                           Additional
                              Common        Paid-in         Retained         Note          Deferred        Treasury
                              Stock         Capital        (Deficit)      Receivable     Compensation       Stock          Total
                           ------------  --------------  --------------  -------------  ---------------  ------------  -------------

<S>                          <C>          <C>            <C>               <C>             <C>           <C>           <C>
Balance, June 30, 1999       $ 339,173    $  5,467,123   ($  7,946,038)    $        -      $         -   ($  150,000)  ($ 2,289,742)
    Commmon stock
       issued for cash           5,439         369,151               -              -                -             -        374,590
    Common stock
       issued for services
       and treasury stock      234,585      11,342,552               -              -                -   ( 3,909,625)     7,667,512
    Treasury stock issued
       for future services           -         625,000               -              -      ( 1,625,000)    1,000,000              -
    Stock option granted
       for future services           -       8,000,000               -              -      ( 8,000,000)            -              -
    Treasury stock issued
       for services                  -    (    155,949)              -              -                -       604,092        448,143
    Stock options
       exercised for cash            -    (  1,470,000)              -              -                -     1,500,000         30,000
    Deferred compensation
       realized                      -               -               -              -        4,351,100             -      4,351,100
    Net loss                         -               -   (  14,542,664)             -                -             -   ( 14,542,664)
                           ------------  --------------  --------------  -------------  ---------------  ------------  -------------


Balance, June 30, 2000         579,197      24,177,877   (  22,488,702)             -      ( 5,273,900)  (   955,533)  (  3,961,061)
    Stock options exercised
       for cash                 20,715               -               -              -                -             -         20,715
    Common stock issued              -               -               -              -                -             -
       for services and to
       liquidate liabilities   381,217       4,089,396               -              -      (   211,538)            -      4,259,075
    Common stock issued
       for note receivable       5,000         133,000               -     (  138,000)               -             -              -
    Interest earned on note
       receivable                    -               -               -     (    5,985)               -             -   (      5,985)
    Deferred compensation
       realized                      -               -               -              -        5,344,384             -      5,344,384
    Net loss                         -               -   (   8,819,327)             -                -             -   (  8,819,327)
                           ------------  --------------  --------------  -------------  ---------------  ------------  -------------
Balance, June 30, 2001       $ 986,129    $ 28,400,273   ($ 31,308,029)    ($ 143,985)     ($  141,054)  ($  955,533)  ($ 3,162,199)
                           ============  ==============  ==============  =============  ===============  ============  =============

The Notes to Consolidated Financial Statements
  are an integral part of these statements.

</TABLE>
                                                           F-5


<PAGE>


<TABLE>
<CAPTION>


               NEUROTECH DEVELOPMENT CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                       YEARS ENDED JUNE 30, 2001 AND 2000



                                                                      2001               2000
                                                                 --------------    ---------------
<S>                                                               <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES
     Net loss                                                     ($ 8,819,327)     ($ 14,542,664)

     Adjustments to reconcile net loss to
        net cash used in operating activities

        Amortization of deferred compensation                        5,344,384                  -
        Bad debts                                                        3,000             59,083
        Provision for impairment                                       155,000          1,165,000
        Stock issued for services                                    2,563,553          8,115,655
        Stock options granted for services                                   -          4,351,100
        Changes in assets and liabilities
           Receivables - related party                                   1,015             10,299
           Accounts payable and accrued expenses                       435,283            825,792
           Accounts payable - related party                            293,438      (     136,251)
           Net liabilities of discontinued operations                        -                  -
                                                                 --------------    ---------------

               Net cash used in operating activities              (     23,654)     (     151,986)


CASH FLOWS FROM INVESTING ACTIVITIES
     Investment in common stock                                              -      (   1,320,000)
                                                                 --------------    ---------------

               Net cash used in investing activities                         -      (   1,320,000)

The Notes to Consolidated Financial Statements
  are an integral part of these statements.

</TABLE>
                                               F-6


<PAGE>



<TABLE>
<CAPTION>

               NEUROTECH DEVELOPMENT CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                             JUNE 30, 2001 AND 2000
                                   (continued)



                                                                      2001             2000
                                                                 -------------    -------------

<S>                                                              <C>              <C>
CASH FLOWS FROM FINANCING ACTIVITIES
     Proceeds from borrowing                                                -        1,070,000
     Sale of common stock                                              20,715          404,590
                                                                 -------------    -------------
               Net cash provided by financing activities               20,715        1,474,590
                                                                 -------------    -------------
               Net decrease in cash                               (     2,939)           2,604

CASH, BEGINNING                                                         2,939              335
                                                                 -------------    -------------

CASH, ENDING                                                      $         -      $     2,939
                                                                 =============    =============


SUPPLEMENTAL DISCLOSURE
     OF CASH FLOW INFORMATION

     Cash paid for

        Interest                                                  $         -      $    16,743
                                                                 =============    =============

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



SUPPLEMENTAL SCHEDULE OF NONCASH
     INVESTING AND FINANCING ACTIVITIES

     Stock options issued for services                            $         -      $ 4,351,100
                                                                 =============    =============
     Common stock issued for services                             $ 2,563,553      $ 8,115,655
                                                                 =============    =============
     Common stock issued to liquidate liabilities                 $ 1,695,522      $         -
                                                                 =============    =============
     Debenture converted to common stock                          $         -      $   100,000
                                                                 =============    =============

     Common Stock issued for note receivable                      $   138,000      $         -
                                                                 =============    =============
The Notes to Consolidated Financial Statements
  are an integral part of these statements.

</TABLE>
                                             F-7

<PAGE>


               NEUROTECH DEVELOPMENT CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



NOTE 1.   ORGANIZATION AND NATURE OF OPERATIONS

     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 4). 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.

     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 4). Since October 17,
         1998,  the  Company  has  had no  revenues.  The  Company  is  actively
         exploring  acquisition  opportunities  and is  developing a new line of
         business constructing  prefabricated  hospitals and other structures in
         third-world countries.


NOTE 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 $3,162,199 at
         June 30,  2001.  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,
         2001. 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


<PAGE>


NOTE 2.   GOING CONCERN - continued

         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.


NOTE 3.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     Cash and Cash Equivalents

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

     Use of Estimates

         The  preparation of financial  statements in conformity  with generally
         accepted  accounting  principles  requires management to make estimates
         and  assumptions  that  effect  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, 2001.

     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.

     Advertising

         The Company expenses advertising costs as incurred. For the years ended
         June 30,  2001 and 2000,  the  Company  expensed  $8,510  and  $18,865,
         respectively.

     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


                                      F-9


<PAGE>


NOTE 3.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     Basic and Diluted Earnings (Loss) Per Share

         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.


NOTE 4.   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, 2001 and 2000:

         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.


NOTE 5.   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


                                      F-10


<PAGE>


NOTE 5.   INVESTMENTS - continued

     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
     it's 12.6% ownership interest in AIM.

     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, 2001, 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, 2001 the proposed
     joint venture has had no operations.


NOTE 6.   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


                                      F-11


<PAGE>


NOTE 6.   CONTINGENCIES - continued

     assumed by DVI was sufficient to satisfy the Company's obligation. However,
     should the Company be completely unsuccessful,  the ultimate exposure could
     range up to approximately  $516,760 plus attorney's fees. At this point, it
     is  uncertain  as to the  ultimate  resolution  of  this  matter  and it is
     uncertain as to the amount,  if any,  that will finally be recovered by the
     Plaintiffs.  The Company believes that it has adequately accrued its future
     obligations and that the ultimate resolution of this matter will not have a
     material effect on its financial position.


NOTE 7.   INCOME TAXES

     The  provision  for income taxes for the years ended June 30, 2001 and 2000
     was computed as follows:

                                                      2001              2000
                                                  ------------     ------------

       Tax benefit at federal statutory rates     $  3,004,200     $  4,944,500
       Losses not providing tax benefits         (   3,004,200)   (   4,944,500)
                                                  ------------     ------------

       Tax provision                              $          -     $          -
                                                  ============     ============

     The components of the Company's deferred tax assets and liabilities at June
     30, 2001 and 2000 were:

                                                      2001             2000
                                                  ------------     ------------

       Net operating loss carryforward            $ 9,794,890      $  6,866,360
       Impairment allowance                           448,800           396,100
       Officers' compensation                         115,940           115,940
       Allowance for doubtful accounts                 17,370            20,100
       Reserves for losses                             93,500            68,000
       Research and development credits                61,800            61,600
                                                  ------------     ------------

       Net deferred tax asset                      10,532,300         7,528,100
       Valuation allowance                        (10,532,300)    (   7,528,100)
                                                  ------------     ------------

       Net deferred taxes                         $          -     $          -
                                                  ============     ============

       Change in valuation allowance              $ 3,004,200      $  4,944,500
                                                  ============     ============

     The  Company  has  a  net  operating  loss  carryforward  of  approximately
     $28,792,200 which ultimately expires in 2021. In addition,  the Company has
     research and development  credit  carryforwards  of  approximately  $61,800
     which ultimately expire in 2006.


NOTE 8.   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


                                      F-12


<PAGE>


NOTE 8.   RELATED PARTY TRANSACTIONS - continued

     amounts due these related parties are separately stated on the accompanying
     consolidated balance sheets as accounts payable-related  parties.  Included
     in  administrative  expenses for the years ended June 30, 2001 and 2000 are
     $18,000  and  $30,000  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.


NOTE 9.   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.  At June 30, 2001, no options  granted under this  agreement
     have been exercised.

     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.   three million  within 90 days from the execution of the consulting
              agreement; and

         b.   seven  million upon the earlier to occur of (i) the listing of the
              Company on the  NasDaq  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.

     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. No options granted under these agreements have been exercised.


                                      F-13


<PAGE>


NOTE 9.   STOCK OPTIONS - continued

     A summary of the status of the Company's stock options is as follows:

<TABLE>
<CAPTION>
                                                          2001                       2000
                                                   ------------------         ------------------
                                                             Weighted                   Weighted
                                                             Average                    Average
                                                   Shares    Exercise         Shares    Exercise
                                                   (000)      Price            (000)     Price
                                                   ------    --------         ------    --------

<S>                                                <C>       <C>              <C>       <C>
         Outstanding, beginning                    11,700    $    .09          4,700    $    .20
              Granted                               3,100         .10         10,000         .01
              Exercised                             2,072         .01          3,000         .01
              Forfeited                             4,928         .01              -           -
                                                   ------    --------         ------    --------

         Outstanding, ending                        7,800    $    .16         11,700    $    .09
                                                   ======    ========         ======    ========

         Options exercisable at year end            7,800    $    .16         11,700    $    .09
                                                   ======    ========         ======    ========

         Weighted average fair value of
            options granted during the year                  $    .17                   $    .80
                                                             ========                   ========
</TABLE>

     At June 30, 2001,  4,700,000  options  outstanding  have a weighted average
     exercise  price  of  $0.20  per  share  and a  weighted  average  remaining
     contractual  life of 1.9 years and  3,100,000  options  outstanding  have a
     weighted  average  exercise price of $0.10 per share and a weighted average
     remaining contractual life of four years.

     Since no stock options were granted to employees during the year ended June
     30,  2000,  there is no  difference  in  compensation  costs  recorded  and
     therefore pro forma amounts are not applicable. 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%.


NOTE 10.   STOCKHOLDERS' EQUITY

     The  Company  has had no  revenue  for  several  years.  Because of lack of
     revenues,  common stock of the Company has been utilized  where possible as
     payment for expenses of the Company, including salaries.

     In July 1999,  the  Company's  Board of Directors  approved the issuance of
     450,000  shares of common stock to an  individual  as a  commission  for an
     introduction to a potential investor.


                                      F-14


<PAGE>


NOTE 10.   STOCKHOLDERS' EQUITY - continued

     In January 2000, the Company's Board of Directors  approved the issuance of
     892,857 shares of common stock to four individuals in lieu of salary.

     Also,  in January  2000,  the  Company's  Board of  Directors  approved the
     issuance  of  4,380,418  shares of common  stock as  repayment  for  shares
     pledged  by  certain  shareholders  to  secure  a  Company  loan  that  was
     foreclosed upon in October 1999. The consideration for these shares was the
     shareholders'  pledged  securities,  some of  which  were  retained  in the
     treasury.  The  Company  issued  120%  of  the  lost  share  amount  to the
     individuals.  In addition,  50,000 shares were issued to liquidate  accrued
     liabilities.

     In February  2000,  the  Company's  Board of  Directors  approved a private
     placement of 8,393,042  shares of common stock to fifteen  individuals  who
     are long-time  shareholders or insiders of the Company. In exchange for the
     shares  issued,  the Company  received  6,994,203  shares of treasury stock
     which are being used to pay contractual commitments of the Company and cash
     of  $176,636  which  went  directly  to  settle  an   outstanding   Company
     obligation.

     In May 2000,  the  Company's  Board of  Directors  approved the issuance of
     1,000,000  shares of common stock in exchange for a  convertible  debenture
     plus accrued interest of $103,750.

     Also, in May 2000, the Company's  Board of Directors  approved the issuance
     of 250,000 shares of common stock as payment for consulting services.

     In June 2000,  the  Company's  Board of Directors  approved the issuance of
     8,042,266  shares  of  common  stock  to  officers,  board  members  and/or
     employees  of the  Company  as  compensation  for  unpaid  salaries  and to
     reimburse expenses incurred on behalf of the Company.

     Under a  consulting  agreement to provide  investment  banking and advisory
     services to the Company for a one year period of time,  the Company  issued
     2,000,000  shares of  treasury  stock  and  granted  an option to  purchase
     10,000,000  shares of the  Company's  common stock at $0.01 per share.  The
     fair value of the option  granted and the cost of the treasury stock issued
     of $9,625,000 was recorded as deferred compensation and is being charged to
     expense  over the one year  period.  In April  2000,  the  consulting  firm
     exercised the eligible portion of the option and purchased 3,000,000 shares
     for  $30,000.  The shares  purchased  on exercise of the option were issued
     from treasury stock and had a cost of $1,500,000.

     Also,  during the year ended June 30, 2000,  the Company  issued  1,208,184
     shares of  treasury  stock  with a cost of  $604,092  for  services  and to
     liquidate liabilities totaling $448,143.

     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.


                                      F-15


<PAGE>


NOTE 10.   STOCKHOLDERS' EQUITY - continued

     In September  2000,  the Company  issued  300,000 shares of common stock in
     exchange for a note receivable for $108,000. The note bears interest at 7%.
     The note 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.

     All issuances of common stock as compensation for services  performed or to
     liquidate  liabilities  were valued at the closing  market price on the day
     issued.


NOTE 11.   SUBSEQUENT EVENTS

     In July 2001, the Company's  Board of Directors  increased the total number
     of shares of common stock which the  corporation  is authorized to issue to
     200,000,000  shares.  Since that date,  the Company  has issued  18,643,599
     shares to various officers, directors, individuals and others, primarily as
     compensation for services rendered.



                                      F-16

<PAGE>



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

         None.


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

           Name                                      Position
           ----                                      --------
           Bernard Artz                     Chairman, Chief Executive Officer
           Lawrence Artz                    Vice President, Director
           Jack Fishman                     Director

         Bernard  Artz,  age 77, has been the  chairman  and a  director  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 50, 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 managing director of Safety & Technology Group, Ltd.
of Hong Kong, a manufacturer of non-ozone depleting  refrigerants and children's
safety  products.  From 1993 to the  present,  Mr.  Artz has been a director  of
Global  Investment  Fund,  Ltd. From 1991 to 1993,  Mr. Artz has been a managing
director of Starcomm,  Ltd., a manufacturer of children's safety products.  From
1987 to 1991,  Mr. Artz 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 72, was a director and an officer of the Company from
1994  to  1999.  He is a  Certified  Public  Accountant  and has  maintained  an
independent accounting practice for more than 20 years. He resigned his



                                       28
<PAGE>

position as director of Neurotech on July 7, 1999,  due to health  reasons,  but
was reappointed as a director on June 1, 2000.

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

         Management  believes that all relevant  parties have failed to file any
reports  under  Section  16(a) of the  Exchange  Act since at least 1997.  It is
difficult for the Company to  reconstruct  what filings should have been made in
prior periods.


ITEM 10. EXECUTIVE COMPENSATION

         The following table sets forth certain summary  information  concerning
the compensation  paid or accrued for each of the Company's last three completed
fiscal  years to the Chief  Executive  Officer  and each of its other  executive
officers that received compensation in excess of $100,000 during such periods.

<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            1999        $-0-     -0-       -0-          -0-         750,000 (4)    $150,000 (1)
                                   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      1999        $-0-     -0-       -0-          -0-         750,000(4)     $150,000 (1)
                                   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)                   1999        $-0-     -0-       -0-          -0-             -0-             -0-
                                   2000        $-0-     -0-       -0-          -0-             -0-         $10,500 (7)
                                   2001        $-0-     -0-       -0-          -0-             -0-         $20,000 (9)
</TABLE>

-----------

(1)      The  Company  awarded  stock in the amount of 267,857  shares of Common
         Stock as  compensation  for 1999 to each named executive  officer.  The
         value of this award is  calculated  on the basis of the January 4, 2000
         issue date closing price of $0.56.
(2)      The  Company  awarded  stock in the  amount  of  2,500,000  shares  and
         1,966,830  shares  of Common  Stock to  Bernard  Artz and  Larry  Artz,
         respectively,  as  compensation  for unpaid  salaries  and to reimburse
         expenses incurred on behalf of the Company.  The value of this award is
         calculated on the basis of the June 30, 2000,  issue date closing price
         of $.21.
(3)      On  December  22,  2000,  the  Company  awarded  stock in the amount of
         3,125,000 shares of Common Stock to each of Bernard Artz and Larry Artz
         as  compensation  for unpaid  salaries of $125,000  each for the period
         from July 1, 2000, to December 31, 2000. The negotiated  stock price of
         $.04 per share equaled 50% of the closing price of the Company's Common
         stock on the previous trading day, December 21, 2001. On June 22, 2001,
         the Company  awarded stock in the amount of 4,375,000  shares of Common
         Stock to each of Bernard Artz and Larry Artz as compensation for unpaid
         salaries of $175,000  each for the period from  January 1, 2001 to June
         30, 2001. The  negotiated  stock price of $.04 per share equaled 50% of
         the closing price of the Company's Common stock on the previous trading
         day, June 21, 2001.
(4)      On January 5, 1999, each named executive  officer was granted an option
         to purchase  750,000  shares of Common  Stock at an  exercise  price of
         $0.20 for five (5) years.  The closing price for Neurotech Common Stock
         on the date of grant was $0.20.



                                       29
<PAGE>

(5)      On July 3, 2000 each named  executive  officer was granted an option to
         purchase  950,000  shares of Common Stock for five years at an exercise
         price of $.10. The closing price for Neurotech Common Stock on the date
         of grant was $.22.
(6)      On August 15, 2001, each named executive  officer was granted an option
         to purchase  1,500,000  shares of Common Stock at an exercise  price of
         $.10 per share.  The closing  price for  Neurotech  Common Stock on the
         date of this grant was $.16.
(7)      The  Company  awarded  stock in the  amount of 50,000  shares of Common
         Stock to designees of Mr. Fishman in lieu of monetary  compensation for
         services  rendered.  The value of this award is calculated on the basis
         of the June 30, 2000 issue date closing price of $.21.
(8)      Mr. Fishman has not served as Chief Accounting  Officer or in any other
         office of the Company since July,  1999. Mr. Fishman remains a Director
         of the company.
(9)      The  Company  awarded  stock in the  amount of 50,000  shares of Common
         Stock to Mr.  Fishman in lieu of  monetary  compensation  for  services
         rendered as a director.  The value of this award was  calculated on the
         basis of a 50%  discount on the June 21,  2001,  closing  price of $.08
         ($.04 per share).

SAR Table - Option Rights
-------------------------


         The  following  table shows the grants of options  made during the year
ended June 30, 2001, of certain executive officers.

<TABLE>
<CAPTION>
                     Options/SAR Grants in Last Fiscal Year
                              (Individual Grants)

-------------------------------------------------------------------------------------------------------------
Name                    Number of Securities      Percent of total options/     Exercise or      Expiration
                        Underlying Options/           SARs granted to            base price         date
                          SARs granted (#)         employees in fiscal year        ($/Sh)
-------------------------------------------------------------------------------------------------------------
<S>                         <C>                            <C>                     <C>          <C>
(a)                            (b)                          (c)                     (d)             (e)
Bernard Artz                950,000(1)                     30.65%                  $.10         July 3, 2005
Lawrence M. Artz            950,000(1)                     30.65%                  $.10         July 3, 2005

</TABLE>

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

(1)      These  options were granted on July 3, 2000.  Additionally,  on July 3,
         2000, Steven A. Massey was granted an option to purchase 950,000 shares
         of the  Company's  common  stock at $.10 per share for five years,  and
         Leonard Markman was granted an option to purchase 250,000 shares of the
         Company's  common  stock at $.10 per share for five years.  The closing
         price for Neurotech Common Stock on the date of grant was $.22.

         The  following  table  shows the value of the  outstanding  options  of
certain executive officers as of June 30, 2001.

         Aggregated   Option/SAR  Exercises  in  Last  Fiscal  Year  and  FY-End
Option/SAR Values

<TABLE>
<CAPTION>

-------------------------------------------------------------------------------------------------------------------
Name                 Shares         Value       Number of Securities Underlying      Value of Unexercised In-the-
                     Acquired on    Realized    Unexercised Options/SARs at FY-      Money Options/SARs at FY-end
                     Exercise (#)     ($)       End (#) Exercisable/Unexercisable    ($) Exercisable/Unexercisable
-------------------------------------------------------------------------------------------------------------------
<S>                 <C>             <C>              <C>                                <C>
(a)                  (b)            (c)              (d)                                (e)
Bernard Artz         N/A            N/A              2,450,000 (1) (2)                  $119,000
Lawrence M. Artz     N/A            N/A              2,450,000 (1) (2)                  $119,000

</TABLE>

-----------

(1)      In  addition,  on August 15,  2001,  the  Company's  Board of Directors
         approved,  by  unanimous  written  consent,  a grant  of an  option  to
         purchase  1,500,000  shares of the  Company's  Common Stock at $.10 per
         share to each of Bernard Artz and Lawrence M. Artz.  The closing  price
         for Neurotech Common Stock on the date of this grant was $.16.
(2)      On August 17, 2001, each of Bernard Artz and Lawrence M. Artz exercised
         all of their options to purchase the Company's Common Stock, consisting
         of  3,200,000  shares at $.10 per share and 750,000  shares at $.20 per
         share for each of Bernard Artz and Lawrence M. Artz.  The closing price
         for Neurotech Common Stock on the date of this exercise was $.17.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         The following  table sets forth,  as of October 10, 2001,  the name and
the number of shares of the  Company'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 percent of the issued and outstanding  Common Stock.  Approximately 42
percent of the Company's outstanding Common Stock is held in street name by Cede
& Company.

Name                                 No. of  Shares of Common         (2)
and Address (1)                      Stock Beneficially Owned   Percent of Class
---------------                      ------------------------   ----------------
Officers, Directors and Nominees:
Bernard Artz                                  19,339,607             16.49%
Lawrence M. Artz                              17,443,956             14.88%
Jack Fishman                                     100,000              0.09%
                                                 -------              -----
Directors and Officers as a Group             36,883,563             31.46%



                                       30
<PAGE>

(3 persons)
--------------------

(1)      The address for each of the named officers is 10 Cedar Swamp Lane, Glen
         Cove, New York 11542.
(2)      Based upon 117,256,471  shares outstanding as of October 10, 2001, plus
         for each  calculation  the  number of shares of Common  Stock that such
         person or group can  acquire  within 60 days by  exercise  of  options,
         warrants or similar rights.


ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         From time to time,  members of the Board or stockholders  have advanced
money to the  Company to cover  expenses.  Neurotech  has agreed to repay  these
advances  in stock  in the  amount  of the  loan  plus  twenty  percent  of such
advances.


ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

(a)   Exhibits
      --------

Exhibit       Title                                                        Note
Number

3.1        Certificate of Incorporation, as Amended before Exhibit 3.3
              Amendment                                                     (3)
3.2        By-Laws                                                          (3)
3.3        Certificate of Amendment of Certificate of Incorporation         (9)
4.0        Specimen Certificate of Common Stock                             (1)
4.1        Company's Stock Option Plan                                      (1)
4.2        Wellington Capital Corporation Registration Rights Agreement     (4)
4.3        Wellington Capital Corporation Stock Option Agreement            (4)
10.3       Consent and Assumption Agreement                                 (2)
10.4       Secured Renewal and Extension Promissory Note                    (2)
10.5       Modification Renewal and Extension Agreement                     (2)
10.6       Covenant Not to Sue                                              (2)
10.7       Credit Agreement                                                 (2)
10.8       $1,500,000.00 Promissory Note                                    (2)
10.9       $185,000 Promissory Note                                         (2)
10.10      Deed of Trust, Security Agreement and
              Financing Statement                                           (2)
10.11      Assignment of Rents and Leases                                   (2)
10.12      Commercial Security Agreement                                    (2)
10.13      Assignment of Deposit Accounts and Security Agreement            (2)
10.14      Guaranty Agreement                                               (2)
10.15      Indemnity Agreement                                              (2)
10.16      Corporate Certificate                                            (2)
10.17      Asset Purchase Agreement                                         (2)
10.18      Special Warranty Deed with Assumption                            (2)
10.19      Bill of Sale and Assignment - Jasper Associates                  (2)
10.20      Assignment of and Assumption of Lease                            (2)
10.21      Bill of Sale and Assignment -
              Mary E. Dickerson Hospital Group, Ltd.                        (2)
10.22      Loan and Security Agreement                                      (2)
10.23      Lease Agreement between Lundell Technologies, Inc. as
             landlord and the Company, dated February 1, 1999               (3)
10.24      Turnkey Hospital Purchase Contract between the Company
             and Techni-Lube Singapore PTE, Ltd., dated March 2, 1999       (3)



                                       31
<PAGE>

10.25      Turnkey Hospital Purchase Contract between the Company
             and Techni-Lube Singapore PTE, Ltd., dated
             March 2, 1999                                                  (3)
10.26      Turnkey Hospital Purchase Agreement between the Company
             and The Chaoshan Hospital, Hongyuan Economic
             Industry Trade Co. Ltd.                                        (3)
10.27      Turnkey Hospital Purchase Agreement between the Company
             and the Xian Municipal Government dated
             November 19, 1999                                              (3)
10.28      Turnkey Hospital Purchase Agreement between the Company
             and the Zhen Jiang Province Riyueming Economic
             and Trade Co. Ltd., dated October 24, 1999                     (3)
10.29      Turnkey Hospital Purchase Agreement between the Company
             and The People's Government of Jiading Shanghai,
             dated November 4, 1999                                         (3)
10.30      Turnkey Hospital Purchase Contract between the Company
             and The People's Government of Jiading Shanghai,
             dated November 4, 1999                                         (3)
10.31      Letter Agreements dated May 20, 1999 and July 30, 1999
             relating to the Stock Purchase between the
             Company and American International Medical
             Resources, Inc.                                                (3)
10.32      Wellington Capital Corporation Consulting Agreement              (4)
10.33      Wellington Capital Corporation Stock Option Agreement
             (See Exhibit 4.3)
10.34      Turnkey Hospital Purchase Agreement dated April 14, 2000
             among the Company and the No. 4 People's Hospital
             in Tai-Xing City, Ren'ai Tumours Therapeutic Centre
             and Jiangsu Development Authority                              (5)
10.35      Turnkey Hospital Purchase Agreement dated April 16, 2000
             between the Company and Shanghai Dadran Biological
             Technology Development Co. Ltd.                                (5)
10.36      Turnkey Hospital Agreement dated June 30, 2000,
             but amended July 6, 2000, between the Company
             and Zhongshan Hospital Affiliated to Medical
             Center of Fudan University                                     (8)
10.37      Bank Guarantee No. **6/****-**/*/** issued on
             October 21, 1998 by PT Bank Ekspor Impor Indonesia
             (Persero), Jakarta Plaza, Exim Branch, for $25 million.        (8)
10.38      Bank Guarantee No. **7/****-**/*/** issued on
             October 21, 1998 by PT Bank Ekspor Impor Indonesia
             (Persero), Jakarta Plaza, Exim Branch, for $25 million.        (8)
10.39      Bank Guarantee No. **8/****-**/*/** issued on
             October 21, 1998 by PT Bank Ekspor Impor Indonesia
             (Persero), Jakarta Plaza, Exim Branch, for $25 million.        (8)
10.40      Bank Guarantee No. **9/****-**/*/** issued on
             October 21, 1998 by PT Bank Ekspor Impor Indonesia
             (Persero), Jakarta Plaza, Exim Branch, for $25 million.        (8)
10.41      Letter of Authentication dated October 21, 1998 by
             PT Bank Ekspor Impor Indonesia (Persero) for
             Bank Guarantee No. **6/****-**/*/** and
             Bank Guarantee No. **7/****-**/*/**.                           (8)




                                       32
<PAGE>

10.42      Letter of Authentication dated October 21, 1998 by
             PT Bank Ekspor Impor Indonesia (Persero) for
             Bank Guarantee No. **8/****-**/*/** and
             Bank Guarantee No. **9/****-**/*/**.                           (8)
10.43      Confirmation Letter dated October 21, 1998 by
             PT Bank Ekspor Impor Indonesia (Persero) for
             Bank Guarantee No. **6/****-**/*/** and
             Bank Guarantee No. **7/****-**/*/**.                           (8)
10.44      Confirmation Letter dated October 21, 1998 by
             PT Bank Ekspor Impor Indonesia (Persero) for
             Bank Guarantee No. **8/****-**/*/** and
             Bank Guarantee No. **9/****-**/*/**.                           (8)
10.45      Amendment of Bank Guarantees Nos. **6/****-**/*/**
             through **9/****-**/*/** dated July 15, 1999
             by PT Bank Ekspor Impor Indonesia (Persero).                   (8)
10.46      Letter from Bank Mandiri dated July 24, 2000
             regarding Bank Guarantees Nos. **6/****-**/*/**
             through **9/****-**/*/**.                                      (8)
10.47      Financial Advisory Agreement dated December 5, 2000,
             with Security Capital Trading, Inc.                            (6)
10.48      Order Making Findings and Imposing Cease
             and Desist Order.                                              (6)
10.49      Purchase Agreement dated February 13, 2001, between
             IHD and Beijing Longenge Culture Promotion Co., Ltd.           (7)
             (superseded by Exhibit 10.55)
10.50      Turnkey Hospital Purchase Agreement dated February 6,
             2001, between IHD and Shanghai Industrial
             Comprehensive Development Zone Co., Ltd.                       (7)
10.51      Financing Agreement dated February 13, 2001, between
             IHD and China Zhong.                                           (7)
10.52      Purchase Agreement dated April 30, 2001, between the
             Company and Wu Meng Chao Hepatobiliary Surgery Fund.           (7)
10.53      Joint Venture Agreement dated April 16, 2001, between
             the Company and Shanghai Shipbuilding Corporation              (7)
10.54      Turnkey Hospital Purchase Agreement dated August 21,
             2001, between the Company and Ciudad Medica Neveri, C.A.       (9)
10.55      Purchase Agreement dated April 16, 2001, between
             IHD and Beijing Longenge Culture Promotion Co., Ltd.           (9)
21         Subsidiaries of the Registrant                                   (9)
--------------

(1)      Previously  filed with the  Company's  Registration  Statement  on Form
         S-18, filed with the Commission on December 18, 1985.
(2)      Previously filed with Form 8-K of May 31, 1997.
(3)      Previously  filed on January 31, 2000,  with the Company's  Form 10-KSB
         for the fiscal year ended June 30, 1999.
(4)      Previously  filed on February 10, 2000,  with the Company's Form 10-QSB
         for the quarterly period ended December 31, 1999.
(5)      Previously  filed on May 19, 2000,  with the Company's  Form 10-QSB for
         the quarterly period ended March 31, 2000.
(6)      Previously  filed on February 20, 2001,  with the Company's Form 10-QSB
         for the quarterly period ended December 31, 2000.
(7)      Previously  filed on May 21, 2001,  with the Company's  Form 10-QSB for
         the quarterly period ended March 31, 2001.
(8)      Perviously  filed on October 13, 2000,  with the Company's  Form 10-KSB
         for the fiscal year ended June 30, 2000.
(9)      Filed as an exhibit to this Form 10-KSB.



                                       33
<PAGE>

(b)      Reports on Form 8-K

         None.



                                       34
<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 15th day of October, 2001.

                        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.

  /S/  Bernard Artz                                     October 15, 2001
----------------------------------------                ----------------------
Bernard Artz, Chairman, Chief Executive Officer         Date

  /S/  Lawrence M. Artz                                 October 15, 2001
----------------------------------------                ----------------------
Lawrence M. Artz, Vice President, Director              Date

  /S/  Jack Fishman                                     October 15, 2001
----------------------------------------                ----------------------
Jack Fishman, Director                                  Date




                                       35
<PAGE>

                               TABLE OF EXHIBITS



Exhibit       Name of Exhibit                                              Note
Number

3.1        Certificate of Incorporation, as Amended before Exhibit 3.3
              Amendment                                                     (3)
3.2        By-Laws                                                          (3)
3.3        Certificate of Amendment of Certificate of Incorporation         (9)
4.0        Specimen Certificate of Common Stock                             (1)
4.1        Company's Stock Option Plan                                      (1)
4.2        Wellington Capital Corporation Registration Rights Agreement     (4)
4.3        Wellington Capital Corporation Stock Option Agreement            (4)
10.3       Consent and Assumption Agreement                                 (2)
10.4       Secured Renewal and Extension Promissory Note                    (2)
10.5       Modification Renewal and Extension Agreement                     (2)
10.6       Covenant Not to Sue                                              (2)
10.7       Credit Agreement                                                 (2)
10.8       $1,500,000.00 Promissory Note                                    (2)
10.9       $185,000 Promissory Note                                         (2)
10.10      Deed of Trust, Security Agreement and
              Financing Statement                                           (2)
10.11      Assignment of Rents and Leases                                   (2)
10.12      Commercial Security Agreement                                    (2)
10.13      Assignment of Deposit Accounts and Security Agreement            (2)
10.14      Guaranty Agreement                                               (2)
10.15      Indemnity Agreement                                              (2)
10.16      Corporate Certificate                                            (2)
10.17      Asset Purchase Agreement                                         (2)
10.18      Special Warranty Deed with Assumption                            (2)
10.19      Bill of Sale and Assignment - Jasper Associates                  (2)
10.20      Assignment of and Assumption of Lease                            (2)
10.21      Bill of Sale and Assignment -
              Mary E. Dickerson Hospital Group, Ltd.                        (2)
10.22      Loan and Security Agreement                                      (2)
10.23      Lease Agreement between Lundell Technologies, Inc. as
             landlord and the Company, dated February 1, 1999               (3)
10.24      Turnkey Hospital Purchase Contract between the Company
             and Techni-Lube Singapore PTE, Ltd., dated March 2, 1999       (3)



                                       36
<PAGE>

10.25      Turnkey Hospital Purchase Contract between the Company
             and Techni-Lube Singapore PTE, Ltd., dated
             March 2, 1999                                                  (3)
10.26      Turnkey Hospital Purchase Agreement between the Company
             and The Chaoshan Hospital, Hongyuan Economic
             Industry Trade Co. Ltd.                                        (3)
10.27      Turnkey Hospital Purchase Agreement between the Company
             and the Xian Municipal Government dated
             November 19, 1999                                              (3)
10.28      Turnkey Hospital Purchase Agreement between the Company
             and the Zhen Jiang Province Riyueming Economic
             and Trade Co. Ltd., dated October 24, 1999                     (3)
10.29      Turnkey Hospital Purchase Agreement between the Company
             and The People's Government of Jiading Shanghai,
             dated November 4, 1999                                         (3)
10.30      Turnkey Hospital Purchase Contract between the Company
             and The People's Government of Jiading Shanghai,
             dated November 4, 1999                                         (3)
10.31      Letter Agreements dated May 20, 1999 and July 30, 1999
             relating to the Stock Purchase between the
             Company and American International Medical
             Resources, Inc.                                                (3)
10.32      Wellington Capital Corporation Consulting Agreement              (4)
10.33      Wellington Capital Corporation Stock Option Agreement
             (See Exhibit 4.3)
10.34      Turnkey Hospital Purchase Agreement dated April 14, 2000
             among the Company and the No. 4 People's Hospital
             in Tai-Xing City, Ren'ai Tumours Therapeutic Centre
             and Jiangsu Development Authority                              (5)
10.35      Turnkey Hospital Purchase Agreement dated April 16, 2000
             between the Company and Shanghai Dadran Biological
             Technology Development Co. Ltd.                                (5)
10.36      Turnkey Hospital Agreement dated June 30, 2000,
             but amended July 6, 2000, between the Company
             and Zhongshan Hospital Affiliated to Medical
             Center of Fudan University                                     (8)
10.37      Bank Guarantee No. **6/****-**/*/** issued on
             October 21, 1998 by PT Bank Ekspor Impor Indonesia
             (Persero), Jakarta Plaza, Exim Branch, for $25 million.        (8)
10.38      Bank Guarantee No. **7/****-**/*/** issued on
             October 21, 1998 by PT Bank Ekspor Impor Indonesia
             (Persero), Jakarta Plaza, Exim Branch, for $25 million.        (8)
10.39      Bank Guarantee No. **8/****-**/*/** issued on
             October 21, 1998 by PT Bank Ekspor Impor Indonesia
             (Persero), Jakarta Plaza, Exim Branch, for $25 million.        (8)
10.40      Bank Guarantee No. **9/****-**/*/** issued on
             October 21, 1998 by PT Bank Ekspor Impor Indonesia
             (Persero), Jakarta Plaza, Exim Branch, for $25 million.        (8)
10.41      Letter of Authentication dated October 21, 1998 by
             PT Bank Ekspor Impor Indonesia (Persero) for
             Bank Guarantee No. **6/****-**/*/** and
             Bank Guarantee No. **7/****-**/*/**.                           (8)




                                       37
<PAGE>

10.42      Letter of Authentication dated October 21, 1998 by
             PT Bank Ekspor Impor Indonesia (Persero) for
             Bank Guarantee No. **8/****-**/*/** and
             Bank Guarantee No. **9/****-**/*/**.                           (8)
10.43      Confirmation Letter dated October 21, 1998 by
             PT Bank Ekspor Impor Indonesia (Persero) for
             Bank Guarantee No. **6/****-**/*/** and
             Bank Guarantee No. **7/****-**/*/**.                           (8)
10.44      Confirmation Letter dated October 21, 1998 by
             PT Bank Ekspor Impor Indonesia (Persero) for
             Bank Guarantee No. **8/****-**/*/** and
             Bank Guarantee No. **9/****-**/*/**.                           (8)
10.45      Amendment of Bank Guarantees Nos. **6/****-**/*/**
             through **9/****-**/*/** dated July 15, 1999
             by PT Bank Ekspor Impor Indonesia (Persero).                   (8)
10.46      Letter from Bank Mandiri dated July 24, 2000
             regarding Bank Guarantees Nos. **6/****-**/*/**
             through **9/****-**/*/**.                                      (8)
10.47      Financial Advisory Agreement dated December 5, 2000,
             with Security Capital Trading, Inc.                            (6)
10.48      Order Making Findings and Imposing Cease
             and Desist Order.                                              (6)
10.49      Purchase Agreement dated February 13, 2001, between
             IHD and Beijing Longenge Culture Promotion Co., Ltd.           (7)
             (superseded by Exhibit 10.55)
10.50      Turnkey Hospital Purchase Agreement dated February 6,
             2001, between IHD and Shanghai Industrial
             Comprehensive Development Zone Co., Ltd.                       (7)
10.51      Financing Agreement dated February 13, 2001, between
             IHD and China Zhong.                                           (7)
10.52      Purchase Agreement dated April 30, 2001, between the
             Company and Wu Meng Chao Hepatobiliary Surgery Fund.           (7)
10.53      Joint Venture Agreement dated April 16, 2001, between
             the Company and Shanghai Shipbuilding Corporation              (7)
10.54      Turnkey Hospital Purchase Agreement dated August 21,
             2001, between the Company and Ciudad Medica Neveri, C.A.       (9)
10.55      Purchase Agreement dated April 16, 2001, between
             IHD and Beijing Longenge Culture Promotion Co., Ltd.           (9)
21         Subsidiaries of the Registrant                                   (9)
--------------

(1)      Previously  filed with the  Company's  Registration  Statement  on Form
         S-18, filed with the Commission on December 18, 1985.
(2)      Previously filed with Form 8-K of May 31, 1997.
(3)      Previously  filed on January 31, 2000,  with the Company's  Form 10-KSB
         for the fiscal year ended June 30, 1999.
(4)      Previously  filed on February 10, 2000,  with the Company's Form 10-QSB
         for the quarterly period ended December 31, 1999.
(5)      Previously  filed on May 19, 2000,  with the Company's  Form 10-QSB for
         the quarterly period ended March 31, 2000.
(6)      Previously  filed on February 20, 2001,  with the Company's Form 10-QSB
         for the quarterly period ended December 31, 2000.
(7)      Previously  filed on May 21, 2001,  with the Company's  Form 10-QSB for
         the quarterly period ended March 31, 2001.
(8)      Perviously  filed on October 13, 2000,  with the Company's  Form 10-KSB
         for the fiscal year ended June 30, 2000.
(9)      Filed as an exhibit to this Form 10-KSB.






                                       38
<PAGE>