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

                                  Form 10-KSB/A
                                 Amendment No. 1

                     For the fiscal year ended June 30, 2002

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

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

       For the transition period from ______________ to _________________

                         Commission file number 0-15179

                        NEUROTECH DEVELOPMENT CORPORATION

                        (Formerly Neurotech Corporation)
                 (Name of small business issuer in its charter)


              DELAWARE                                  06-1100063
      -----------------------                      -------------------
      (State of incorporation                       (I.R.S. Employer
          or organization)                          Identification No.)

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

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


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

                                      NONE

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

                         Common Stock, par value $0.01

Check whether the issuer (1) filed all reports required to be filed by Section
13 of 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes ( ) No (X)


<PAGE>

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. ( )

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

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

166,797,095 shares of issuer's common stock were outstanding at January 29,
2003.

<PAGE>

                               TABLE OF CONTENTS

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

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

PART II
-------

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

PART III
--------

ITEM 9.     DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND
            CONTROL PERSONS: COMPLIANCE WITH SECTION 16(a)
            OF THE EXCHANGE ACT                                        30

ITEM 10.    EXECUTIVE COMPENSATION                                     31
ITEM 11.    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
            OWNERS AND MANAGEMENT                                      32
ITEM 12.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS             32
ITEM 13.    EXHIBITS AND REPORTS ON FORM 8-K                           32
ITEM 14.    CONTROLS AND PROCEDURES                                    32

SIGNATURES                                                             33
CERTIFICATIONS                                                         34

                                        2

<PAGE>

                                     PART I

ITEM 1 DESCRIPTION OF BUSINESS

                                  Organization

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

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

                         Historical Nature of Operations

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

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

Neurotech has letters of understanding  with Indonesian and Chinese companies or
authorities to implement its health care system and provide  modular  hospitals.
These  letters  of  understanding  are  generally  contingent  upon  a  complete
feasibility study, payment of a deposit,  final documentation and financing.  In
Indonesia,  the Company has  executed  two such  letters of  understanding  with
Techni-Lube  Singapore PTE, Ltd. for three tertiary hospitals in Jakarta and one
in Badung, as well as eight modular hospitals in those cities  collectively.  In
China, Neurotech has letters of understanding with the Hongyan Economic Industry
& Trade Co.,  Ltd.,  the Xian  Municipal  Government,  the Zhen  Jiang  Province
Riyueming  Economic and trade Co.,  Ltd.,  the People's  Government  of Jiading,
Shanghai,  The  No.  4  People's  Hospital  in  Tai-Xing  City,  Ren'ai  Tumours
Therapeutic  Centre,  the Jiangsu  Development  Authority,  the Shanghai  Dadran
Biological  Technology   Development  Co.,  Ltd.,  and  the  Zhongshan  Hospital
affiliated  to the  Medical  Center of Fudan  University  for  various  types of
facilities  and  services.  The  Company is  obligated  to assign  most of these
letters of understanding to International Humanitarian Ltd., the Company's 50/50
joint venture with China Chen South American Construction Contracting Co., which
understanding remains uncancelled to this date.

                                        3
<PAGE>

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

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

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

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

The Company had planned to begin construction of the hospitals in Indonesia and
China described above in March 2000 and June 2000 respectively. However,
estimated construction start dates had been revised to early to mid 2002 and now
to late 2003 for the same reasons as previously set forth concerning Indonesia
and the change in the Company's strategy in China such China delays are
primarily associated with the implementation of payment facilities acceptable to
the Company. The Company anticipates that it will be paid in advance for each
phase of the construction work and that it will not have to raise any additional
funds to support these projects. The Company did however begin construction of
the Ren De Convalescent Hospital in Shanghai, and is confident that its progress
and new methodologies of doing business will reflect well in the entire market.
In November 2002 this contract was canceled and all parties were released of any
and all obligations.

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

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

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

                                        4
<PAGE>

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

                                   Employees

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

ITEM 2. DESCRIPTION OF PROPERTY

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

ITEM 3. LEGAL PROCEEDINGS

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

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

                                        5
<PAGE>

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

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

                                     PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

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

The following information for each quarter during the Company's fiscal year
ended June 30, 2001 and 2002 reports the high and low bid quotations. Quotations
reflect inter-dealer prices, without retail mark-up, mark-down, or commission
and may not necessarily represent actual transactions.

<TABLE>

              First Quarter         Second Quarter         Third Quarter        Fourth Quarter
             High        Low      High          Low      High         Low      High        Low
             ----------------     ------------------     -----------------     ----------------
<S>          <C>       <C>        <C>          <C>       <C>         <C>       <C>         <C>
FY 2001      $.86      $.1875     $.31         $.125     $.40        $.125     $.19        $.08

FY2002       $.21      $.12       $.22         $.06      $.38        $.07      $.16        $.05

</TABLE>


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

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

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

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

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

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

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

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

A clerical employee in China was issued 40,000 shares valued at $6,000 for
services rendered to the Company.

A clerical employee in China was issued 13,328 shares valued at $2,000 for
services rendered to the Company.

Allison B. Krug was issued 40,000 shares valued at $6,000 for website design
services rendered to the Company.

                                        6

<PAGE>

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


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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                                        7

<PAGE>

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

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

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

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



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



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

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

                                Grants of Options

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

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



                                        8

<PAGE>

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF OR PLAN OF OPERATIONS

Certain statements contained herein are not based on historical facts, but are
forward-looking statements that are based upon numerous assumptions and future
conditions that could prove not to be accurate. Actual events, transactions and
results may materially differ from the anticipated events, transactions or
results described in such statements. The company's ability to consummate such
transactions and achieve such events or results is subject to certain risks and
uncertainties. Such risks and uncertainties include, but are not limited to, the
existence of, demand for, and acceptance of the Company's products and services,
regulatory approvals, including those of foreign governments and regulatory
changes, risks relating to international investments and business operations,
dependence upon suppliers and strategic partners, adverse economic conditions,
the impact of competition, the ability 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

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

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

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

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

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

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

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

The Company had $5,500,000 in revenues for the year ended June 30, 2002,
compared to no revenues for the year ended June 30, 2001. The 2002 revenues
reflect the work performed on the intitial phase of the Ren De hospital project.
This project was canceled in November and no further revenues or costs will be
recognized or incurred as all parties were released of any and all obligations
related to this project.

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

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

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

                                        9
<PAGE>

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

"Turnkey rapid development healthcare system" means a complete healthcare
system, including construction, operational links, software, insurance and
education. Management hopes that it will develop positive cash flow in 2003, but
there can be no assurance that it will do so, and, in fact, management has
previously miscalculated how long it will take to develop positive cash flow.
All of the Company's planned projects are major capital undertakings and require
numerous approvals at local levels of government, since China's accession into
WTO, most of which are foreign governmental entities or agencies. The Company
currently believes that it should be able to meet all of its clients' material
requirements, assuming its clients can arrange financing and satisfy the other
provisions of the arrangements with the Company, such as obtaining all necessary
government approvals.

The Company believes that many cities in Asia, Eastern Europe, South America,
Africa, Central America and other parts of the world are potential markets for
the Company's system.

The Company believes that licensed physicians in many countries would find the
services offered the Company's subsidiary, Doctors4Doctors.com, Inc., to be
beneficial. See "Doctors4Doctors Activities" below.

                          Financial Advisory Agreement

On December 5, 2000, the Company entered into a two-year financial advisory
agreement with Security Capital. Under the terms of the agreement, Security
Capital will provide consulting advice as an investment banker to the Company.
The agreement contemplates that Security Capital will independently review
financial and similar matters relating to Neurotech's business, which includes
its overseas contracts in China and Indonesia, its planned acquisitions,
financial instruments, current investments, and management. Pursuant to its
review and findings, Security Capital will prepare a report for the Neurotech
Board of Directors, as well as assist Neurotech in preparing a strategic plan
addressing its financing, management and acquisition program needs. The Company
has issued 1,025,641 shares of the Company's common stock to Security Capital
for its services. In addition, the Company has issued 102,564 shares of the
Company's common stock to a third party in consideration for introducing the two
parties.

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

        Letters of Understanding for Construction in China and Indonesia

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

                                       10

<PAGE>

The Company has received bank guarantees in the amount of $100,000,000 from a
bank in Indonesia to secure financing for the construction of these facilities.
To reduce these guarantees to cash or cash equivalents for use as collateral in
western financial circles requires that they be accepted for deposit at a
recognized western bank or security house. To date and as a result of the
political, social and financial upheavals in Indonesia the Company has not been
able to utilize these guarantees. Recent changes in IMF policy and banking in
Indonesia may see these guarantees with a clear value which will allow the
Company to begin the implementation of these projects. In China, Neurotech has
letters of understanding with the Hongyan Economic Industry & Trade Co., Ltd.,
the Xian Municipal Government, the Zhen Jiang Province Riyueming Economic and
Trade Co., Ltd., the People's Government of Jiading, Shanghai, the People's No.
4 People's Hospital in Tai-Zing City, Ren'ai Tumours Therapeutic Centre, the
Jiangsu Development Authority, the Shanghai Dadran Biological Technology
Development Co., Ltd., and the Zhongshan Hospital which is affiliated to Medical
Center of Fudan University for various types of facilities and services. There
can be no assurance that any of these projects will prove to be feasible or, if
so, that they will be completed. There is no guarantee that any bids for general
contracting will be accepted by the municipalities or by the insurers. Changes
in insurance laws in China have made this area competitive as new companies are
being licensed for this market.

                           Doctors4Doctors Activities

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

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

In December 2000 and January 2001, the Company's subsidiary,
Doctors4Doctors.com, Inc. ("D4D") entered into new agreements with the
shareholders of RHC where D4D would acquire the remaining interest in AIM for
200,000 shares of D4D common stock and complete the acquisition of RHC for an
additional payment of $2,750,000 of which part would be cash and the remainder a
note payable over four years. DVD attempted a private placement to raise the
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.com, Neurotech's physician services website for licensed
physicians only, has opened its website for registration and is piloting
services in beta form at this time. Work has begun in Chinese Language
architecture for its website, and the Company is attempting to position itself
with a strategic partner to act as a value added reseller. China, which has
approximately 3 million licensed physicians, is seen as the largest new market
for these services. China has numerous medical websites, many of which are
operating profitably. D4D's telemedicine and continuing education are seen as
the largest potential usage items in this marketplace. The Company is
positioning all of its new healthcare facilities as institutional members of
Doctors4Doctors, and is in the process of trying to create institutional
membership software that potentially could be used by healthcare institutions
around the world. The Company is currently negotiating for the license of the
physicians' network, which is anticipated to restore the value of the
investment, as well as allow the Company to market the services it has developed
through the physician network.

                                       11

<PAGE>

                          IHD Joint Ventures with CCS

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

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

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

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

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

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

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

                                 Hospital Ships

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

                                       12
<PAGE>

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

Neurotech is currently negotiating with an international relief agency for the
deployment of a series of these vessels in Africa, but there can be no assurance
that such negotiations will be successful.

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

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

On August 21, 2001, the Company entered into an agreement to build 19 turnkey
acute care hospitals in Venezuela with Ciudad Medica Neveri. These hospitals
will be based upon the standard configuration of the Company's existing products
and will be adapted to the local morbidity requirements of each area. The
contract requires a working deposit of $60,000,000. Ciudad Medica Neveri is a
private company, which the Company believes is duly licensed to own and operate
hospitals in Venezuela. The first two hospitals are scheduled to be built in
Barcelona and Merida. There is no assurance that the deposit will be received or
that construction will be commenced.

                                       13
<PAGE>

ITEM 7 FINANCIAL STATEMENTS

               NEUROTECH DEVELOPMENT CORPORATION AND SUBSIDIARIES


              REPORT ON AUDITS OF CONSOLIDATED FINANCIAL STATEMENTS


                       YEARS ENDED JUNE 30, 2002 AND 2001

                                    CONTENTS



                                      Page

FINANCIAL STATEMENTS:

     Independent Auditors' Reports

     Consolidated Balance Sheet                                     F-1

     Consolidated Statements of Operations                          F-2

     Consolidated Statement of Stockholders' Deficit                F-3

     Consolidated Statements of Cash Flows                          F-6

     Notes to Consolidated Financial Statements                     F-7




                                       14


<PAGE>



                         REPORT OF INDEPENDENT AUDITORS'

The Board of Directors and Stockholders
Neurotech Development Corporation and Subsidiaries

We have  audited  the  accompanying  consolidated  balance  sheet  of  Neurotech
Development  Corporation  as of June  30,  2002,  and the  related  consolidated
statement of operations, stockholders' deficit and cash flows for the year ended
June 30, 2002. These consoidated  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 audit.

We conducted our audit 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 audit provides 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  at June 30, 2002 and the results of its operations and
its cash  flows  for the  year  then  ended  June 30,  2002 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.  The Company has  incurred
significant  losses and has a working capital deficiency as more fully described
in Note 2. The Company  anticipates that additional funding will be necessary to
sustain the Company's  operations  through the fiscal year ending June 30, 2003.
These conditions raise substantial doubt about the Company's ability to continue
as a going  concern.  Management's  plans in  regard to these  matters  are also
described in Note 2. The  consolidated  financial  statements do not include any
adjustments that might result from the outcome of this uncertainty.


                                        /s/Sherb & Co., LLP
                                           ----------------------------
                                           Sherb & Co., LLP
                                           Certified Public Accountants


January 27, 2003
New York, New York


<PAGE>
                          INDEPENDENT AUDITOR'S REPORT

The Board of Directors
Neurotech Development Corporation and Subsidiaries
Glen Cove, New York

We  have  audited  the  accompanying  consolidated  consolidated  statements  of
operations,  stockholders'  deficit  and  cash  flows of  Neurotech  Development
Corporation and Subsidiaries  the year 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 financial  statements based on
our audit.

We conducted our audit 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 audit provide a reasonable basis for our opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly,  in all material  respects,  the results of its  operations and its cash
flows of Neurotech  Development  Corporation and  Subsidiaries for the year then
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 since inception.  The stockholders'
deficit was $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 also  described  in Note 2. The  consolidated
financial  statements do not include any adjustments  that might result from the
outcome of these uncertainties.

/s/Weaver and Tidwell, L.L.P.
   Weaver and Tidwell, L.L.P.

Fort Worth, Texas
October 5, 2001

<PAGE>

               NEUROTECH DEVELOPMENT CORPORATION AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEET
                                  JUNE 30, 2002
                                     ASSETS

CURRENT ASSETS:


Cash                                                       $        748
                                                           ------------
Total current assets                                                748
                                                           ------------

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



                      LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES:


Accounts payable                                           $  1,010,620
Accrued expenses                                                356,267
Accrued salaries officers                                     1,425,000
Accounts payable - related parties                              693,424
Net liabilities of discontinued operations                    1,359,195
                                                           ------------
Total current liabilities                                     4,844,506

STOCKHOLDERS' DEFICIT
Common stock - Class A; par value $0.01 per share;
authorized 180,000,000 shares; issued 144,620,734             1,446,207
Common stock - Class B; par value $0.01 per share;
authorized 18,000,000 shares; issued 11,518,946                 115,189
Preferred stock; par value $0.01 per share;
authorized 2,000,000 shares issued and outstanding -0-              -
Additional paid-in capital                                   36,087,366
Accumulated deficit                                         (37,617,048)
                                                            ------------
                                                                 31,714

Accounts receivable from exercise of stock options           (1,816,500)
Note receivable from sale of common stock                      (153,645)
Deferred compensation                                        (1,911,294)
Treasury stock - Class A; 90,909 shares, at cost               (903,666)
Treasury stock - Class B; 9,091 shares, at cost                 (90,367)
                                                           ------------

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

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



                See notes to consolidated financials statements.

                                       F-1
<PAGE>

               NEUROTECH DEVELOPMENT CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS



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

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

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

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

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



                See notes to consolidated financials statements.

                                       F-2
<PAGE>

               NEUROTECH DEVELOPMENT CORPORATION AND SUBSIDIARIES
               CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT

<TABLE>
<CAPTION>

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

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

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

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

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

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

Deferred compensation
  realized                          -              -              -             -             -             -          -           -

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


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

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

Stock options issued                -              -              -             -             -             -          -           -

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

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

Deferred compensation
  realized                          -              -              -             -             -             -          -           -

To give effect of
   Recapitalization                 -              -              -             -             -             -          -           -

Other                               -              -              -             -             -             -          -           -

Net Loss                            -              -              -             -             -             -          -           -

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

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

                See notes to consolidated financials statements.

                                       F-3
<PAGE>


               NEUROTECH DEVELOPMENT CORPORATION AND SUBSIDIARIES
               CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT
                                  (CONTINUED)

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

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

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

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

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

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

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

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


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

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

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

Common stock issued for
  services and to
  liquidate liabilities        4,809,593              -              -              -     (4,969,712)             -              -

Treasury stock issued                  -              -              -              -              -              -              -

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

To give effect of
   Recapitalization                    -              -              -              -              -              -              -

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

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

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

Balance, June 30 2002       $ 36,087,366   $(37,617,048)  $ (1,816,500)  $   (153,645)  $ (1,911,294)             -   $          -
                            ============   ============   ============   ============   ============   ============   ============
</TABLE>

                See notes to consolidated financials statements.


                                       F-4

<PAGE>

               NEUROTECH DEVELOPMENT CORPORATION AND SUBSIDIARIES
               CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT
                                   (CONTINUED)

<TABLE>
<CAPTION>

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

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

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

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

Common stock issued for
  note receivable                      -              -              -              -              -

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

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

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


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

Stock options exercised                -              -              -              -        341,000

Stock options issued                   -              -              -              -        889,500

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

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

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

To give effect of
   Recapitalization          (4,640,753)              -      (464,076)              -              -

Other                                  -              -              -              -         (9,660)

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

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

Balance, June 30 2002             90,909   $   (903,666)         9,091   $    (90,367)  $ (4,843,758)
                            ============   ============   ============   ============   ============

</TABLE>
                See notes to consolidated financials statements.

                                       F-5

<PAGE>

               NEUROTECH DEVELOPMENT CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS



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

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

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

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

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

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

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

SUPPLEMENTAL DISCLOSURE
OF CASH FLOW INFORMATION

Cash paid for:
Interest                                             $      --      $      --
                                                     ===========    ===========
Taxes                                                $      --      $      --
                                                     ===========    ===========
SUPPLEMENTAL SCHEDULE OF NONCASH
INVESTING AND FINANCING ACTIVITIES

Common stock issued for services and
To liquidate liabilities                             $ 4,969,712    $ 4,259,075
                                                     ===========    ===========
Common stock issued for note receivable              $      --      $   138,000
                                                     ===========    ===========
Accounts receivable for exercise
Of stock options                                     $1,816,500    $       --
                                                     ===========    ===========


                See notes to consolidated financials statements.

                                       F-6

<PAGE>


               NEUROTECH DEVELOPMENT CORPORATION AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                       YEARS ENDED JUNE 30, 2002 AND 2001

1. Organization and Nature of Operations:

a. Organization

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

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

b. Nature of operations

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

Since then, the Company has been engaged in the design and development of a
rapid deployment healthcare system for the third world. Construction on its
first hospital unit commenced in 2002. After the completion of the first phase
of construction the project was canceled and all parties were released of any
and all obligations related to this project,

2. Going Concern:

The accompanying consolidated financial statements have been prepared in
conformity with generally accepted accounting principles, which contemplates
continuation of the Company as a going concern. However, the Company has
incurred significant losses since inception resulting in a shareholders' deficit
and working capital deficit of approximately $4,844,000 at June 30, 2002.
Effective October 17, 1998, creditors have taken substantially all of Global's
assets and the Company and other subsidiaries have substantially no assets. In
addition, the Company has continued to incur operating losses for periods
subsequent to June 30, 2002. These factors raise substantial doubt about the
Company's ability to continue as a going concern. The accompanying financial
statements do not include any adjustments relating to the recoverability and
classification of recorded assets, or the amounts and classification of
liabilities that might be necessary in the event the Company cannot continue in
existence.

                                       F-7
<PAGE>

2. Going Concern: (Cont'd)

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

3. Summary of Significant Accounting Policies:

a. Cash and cash equivalents

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

b. Use of estimates

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

c. Income taxes

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

d. Advertising

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

e. Basic and diluted loss per share

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

f. Stock-based compensation

The Company accounts for stock-based employee compensation arrangements using
the intrinsic value method in accordance with the provisions of Accounting
Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees"
("APB 25") and complies with the disclosure provisions of Statement of Financial
Accounting Standards No. 123, "Accounting for Stock-Based Compensation" ("SFAS
123"). Under APB 25, compensation expense for employees is based on the
difference between the fair value of the Company's stock and the exercise price
if any, on the date of the grant. The Company accounts for stock issued to
non-employees at fair value in accordance with SFAS 123. The Company uses the
Black-Scholes option pricing model to determine the fair value of stock options
granted to non-employees.

                                       F-8
<PAGE>

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

g. Comprehensive income

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

h. Recently issued accounting pronouncements

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

4. Revenue Recognition:

The Company entered into an agreement with Shanghai Dadian Biological Technology
Development  Co. Ltd.  ("Shanghai  Dadian") for the  construction  of the Ren De
Convalescent Hospital. In January 2002, Neurotech entered into an agreement with
Shanghai  Guangsha  (Group) Co. Ltd. for the first phase of the  construction of
the hospital.  This phase  consists of civil  engineering  and site work and was
completed as of June 30, 2002, with the subcontractor's fee totaling $5,500,000.
The Company recognized revenues of $5,500,000 in connection with the first phase
of this contract.  As of June 30,2002,  the entire contract was canceled and the
Company  has  no  further  obligations  or  contingencies  with  respect  to the
aforementioned contract.

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

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

                                       F-9
<PAGE>

4. Revenue Recognition: (Cont'd)

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

5. Discontinued Operations:

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

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



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

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



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

6. Investments:

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

                                      F-10

<PAGE>

6. Investments: (Cont'd)

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

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

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

7. Contingencies:

DVI Business Credit Corp., and DVI Financial Services, Inc. have filed claims
against the Company for alleged breaches of guarantee agreements relating to two
promissory notes made by Global and guaranteed by the Company. DVI Business
Credit Corp. has also filed a motion for partial summary judgment on its claim
relating to its loan against the accounts receivable of Global. The Court found
that the promissory note is valid and enforceable. However, the amount owed is
still in dispute. DVI has not provided to the Company an acceptable accounting
for the collateral. The Company contends that the collateral assumed by DVI was
sufficient to satisfy the Company's obligation. However, should the Company be
completely unsuccessful, the ultimate exposure could range up to approximately
$517,000 plus attorney's fees. At this point, it is uncertain as to the ultimate
resolution of this matter and it is uncertain as to the amount, if any, that
will finally be recovered by the Plaintiffs. The Company believes that it has
adequately accrued its future obligations and that the ultimate resolution of
this matter will not have a material effect on its financial position.

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

                                      F-11
<PAGE>

8. Income Taxes:

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



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

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



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



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



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

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

9. Related Party Transactions:

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

                                      F-12
<PAGE>

10. Stockholders' Deficit:

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

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

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

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

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

In September 2000 and June 2001, the Company issued 300,000 and 200,000 shares
of common stock in exchange for notes receivable for $138,000. The notes bear
interest at 7%. The notes and unpaid interest earned are reported as an offset
against stockholders' 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
which 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  shares of common stock to officers
and others as compensation for services performed.

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

                                      F-13
<PAGE>

10. Stockholders' Deficiency: (Cont'd)

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

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

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

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

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

11. Stock Options:

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

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

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

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

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

                                      F-14
<PAGE>

11. Stock Options: (Cont'd)

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

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

A summary of the status of the Company's stock options, excluding the August
2001 exercise of previously expired options as discussed above, is as follows:

<TABLE>
<CAPTION>
                                                        Years Ended June 30,
                                        ----------------------------------------------------
                                                 2002                          2001
                                        ----------------------        ----------------------

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

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

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

Weighted average fair value of
   options granted during the year                    $    .20                      $    .17
                                                      ========                      ========

</TABLE>


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

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

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

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

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

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

12. Subsequent Event:

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

                                      F-15
<PAGE>

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

The Company has changed its auditing firm to Sherb & Co., LLP, New York, New
York and has had no disagreements with its present or prior accounting firm as
to the presentation or content of financial disclosure. Notice of change of
auditors has been filed on January 7, 2003 on Form 8-K and reference is made to
such filing, the contents of which are incorporated herein by reference for the
reasons for the change in auditors and any related Exhibits.

Holtz Rubinstein & Co., LLP ("Holtz") withdrew as independent auditors for the
Company on November 22, 2002. Disagreements exist between management and Holtz
and is being communicated and discussed with the Securities and Exchange
Commission.
                                    PART III

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

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

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

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

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

               Compliance with Section 16(a) of the Exchange Act

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

                                       30
<PAGE>

ITEM 10 EXECUTIVE COMPENSATION

<TABLE>
<CAPTION>

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

Lawrence Artz, Vice President      2000        $-0-     -0-       -0-          -0-          950,000         $413,034
                                   2001        $-0-     -0-       -0-          -0-        1,500,000         $300,000

Jack Fishman                       2000        $-0-     -0-       -0-          -0-             -0-           $10,500
                                   2001        $-0-     -0-       -0-          -0-             -0-           $20,000
</TABLE>

<TABLE>
<CAPTION>
                                              Value of                 FY 2002
                                   Accrued    Options                  Options
                                   Salary     Granted     Total        Issued       Percent
                                   -------    -------     -------     ---------     -------
<S>                                <C>         <C>        <C>         <C>            <C>
Bernard Artz, Chairman, CEO        400,000     90,000     490,000     1,500,000      26.3%
Lawrence Artz, V.P., Director      400,000     90,000     490,000     1,500,000      26.3%
Jack Fishman, Director                   -          -           -             -       0.0%
                                   -------    -------     -------     ---------     -------
                                   800,000    180,000     980,000     3,000,000      52.6%
                                   -------    -------     -------     ---------     -------
                                                          Other       2,700,000      47.4%
                                                          Total       5,700,000     100.0%
</TABLE>
                                       31
<PAGE>

ITEM 11 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

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

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

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

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

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

ITEM 12 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

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

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

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

ITEM 14. CONTROLS AND PROCEDURES

Our management, which includes our Chief Executive Officer and Chief Financial
Officer, has conducted an evaluation of the effectiveness of our disclosure
controls and procedures (as defined in Rule 13(a)-14(c) promulgated under the
Securities Exchange Act of 1934) as of a date ("the Evaluation Date") within 90
days prior to the filing date of this report. Based upon that evaluation, our
Chief Executive Officer and Chief Financial Officer concluded that our
disclosure controls and procedures are effective for timely gathering, analyzing
and disclosing the information we are required to disclose in our reports filed
under the Securities Exchange Act of 1934, as amended. There have been no
significant changes made in our internal controls or in other factors that could
significantly affect our internal controls subsequent to the Evaluation Date.

                                       32
<PAGE>

                                   SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized this 19th day of November 2002.

NEUROTECH DEVELOPMENT CORPORATION

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

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

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

Date: January 31, 2003


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


Date: January 31, 2003

                                       33

<PAGE>

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

                         I, Bernard Artz, certify that:

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

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

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

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

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

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

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

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

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

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

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


Date: January 31, 2003                  /s/ Bernard Artz
                                        -----------------
                                        Bernard Artz, Chairman, Chief Executive
                                        Officer & Chief Financial Officer


                                       34