**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**WASHINGTON,
      DC 20549**




**FORM
      10-QSB**




(Mark
      One)




x
              **QUARTERLY
                  REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                  ACT OF
                  1934**





For
      the
      quarterly period ended June
      30,
      2007




o
              **TRANSITION
                  REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                  ACT OF
                  1934**




For
      the
      transition period from __________ to ___________




Commission
      File Number 001-33426





NEURO-HITECH,
                INC.**(Exact
                name of Small Business Issuer as Specified in its
                Charter)**Delaware
            
            20-4121393**(State
                or Other Jurisdiction of**
            
            **(I.R.S.
                Employer****Incorporation
                or Organization)**
            
            **Identification
                No.)**One
                Penn Plaza, Suite 1503, New York, NY 10019**(Address
                of Principal Executive Offices)**(212)
                594-1215**(Issuer’s
                Telephone Number, Including Area Code)**(Former
                Name, Former Address and Former Fiscal Year
              If
                Changed Since Last Report)




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




Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act).


o
      Yes x No





State
      the
      number of shares outstanding of each of the issuer’s classes of common equity,
      as of the latest practicable date: July 26, 2007





Common
      Stock   12,351,390





Transitional
      Small Business Disclosure Format (check one):     o Yes x No










**PART
      I. FINANCIAL INFORMATION**




**Item
      1.**  **Financial
      Statements**





**Neuro-Hitech,
      Inc. and Subsidiaries**


**Consolidated
      Balance Sheet**





**June
                30, 2007****ASSETS:**
            
            **(Unaudited)**Current
                Assets:Cash
                and Cash Equivalents
            
            $
            4,262,505Accounts
                Receivable
            
            
            50,385Inventory
            
            
            12,809Prepaid
                Expenses
            
            
            30,680Deferred
                Charges
            
            
            34,965Total
                Current Assets
            
            
            4,391,344Property
                and Equipment, net
            
            
            5,747Other
                Assets:Security
                Deposit
            
            
            13,226**Total
                Assets**
            
            **$**
            **4,410,317****LIABILITIES
                AND STOCKHOLDERS' EQUITY:**Current
                Liabilities:Accounts
                Payable and Accrued Expenses
            
            $
            1,076,611Total
                Current LiabilitiesStockholders'
                Equity:Common
                Stock $.001 Par Value, Authorized: 44,999,900, Issued and Outstanding:
                12,351,390
            
            
            12,351Common
                Stock - Class A $.001 Par Value, Authorized: 100, Issued and Outstanding:
                0
            
            
            -Additional
                Paid-in Capital
            
            
            32,429,705Deferred
                Compensation
            
            
            (1,254,392
            )Accumulated
                Deficit
            
            
            (27,853,956
            )Treasury
                Stock, at cost
            
            
            (2
            )Total
                Stockholders' Equity
            
            
            3,333,706**Total
                Liabilities and Stockholders' Equity**
            
            **$**
            **4,410,317**





The
      accompanying notes are an integral part of these unaudited consolidated
      financial statements




2




**Neuro-Hitech,
      Inc. and Subsidiaries**


**Consolidated
      Statements of Operations**




**Three
                Months Ended**
            
            **Six
                Months Ended****June
                30, 2007**
            
            **June
                30, 2006**
            
            **June
                30, 2007**
            
            **June
                30, 2006****(Unaudited)**
            
            **(Unaudited)**
            
            **(Unaudited)**
            
            **(Unaudited)**Sales
            
            $
            56,885
            
            $
            9,300
            
            $
            251,285
            
            $
            77,340Cost
                of Goods Sold
            
            
            10,503
            
            
            1,328
            
            
            111,057
            
            
            29,526Gross
                Profit
            
            
            46,382
            
            
            7,972
            
            
            140,228
            
            
            47,814Operating
                Expenses:Selling,
                General and Administrative Expenses
            
            
            910,883
            
            
            272,655
            
            
            1,477,076
            
            
            496,366Research
                and Development Costs
            
            
            890,614
            
            
            524,606
            
            
            1,722,664
            
            
            1,193,618Share-Based
                Compensation
            
            
            474,631
            
            
            106,815
            
            
            663,364
            
            
            195,827Amortization
                of Deferred Compensation
            
            
            201,219
            
            
            -
            
            
            217,154
            
            
            -Total
                Operating Expenses
            
            
            2,477,347
            
            
            904,076
            
            
            4,080,258
            
            
            1,885,811(Loss)
                from Operations
            
            
            (2,430,965
            )
            
            (896,104
            )
            
            (3,940,030
            )
            
            (1,837,997
            )Other
                Income:Interest
                and Dividend Income
            
            
            59,081
            
            
            42,459
            
            
            120,287
            
            
            72,938Total
                Other Income
            
            
            59,081
            
            
            42,459
            
            
            120,287
            
            
            72,938(Loss)
                Before Provision for IncomeTaxes
            
            
            (2,371,884
            )
            
            (853,645
            )
            
            (3,819,743
            )
            
            (1,765,059
            )Provision
                for Income Taxes
            
            
            -
            
            
            -
            
            
            -
            
            
            -**Net
                (Loss)**
            
            **$**
            **(2,371,884**
            **)**
            **$**
            **(853,645**
            **)**
            **$**
            **(3,819,743**
            **)**
            **$**
            **(1,765,059**
            **)****Basic
                and Diluted (Loss) per Weighted Average Common Shares
                Outstanding**
            
            **$**
            **(0.19**
            **)**
            **$**
            **(0.09**
            **)**
            **$**
            **(0.31**
            **)**
            **$**
            **(0.19**
            **)****Weighted
                Average - Common Shares Outstanding**
            
            
            **12,339,647**
            
            
            **9,441,606**
            
            
            **12,229,822**
            
            
            **9,339,232**





The
      accompanying notes are an integral part of these unaudited consolidated
      financial statements




3





**Neuro-Hitech,
      Inc. and Subsidiaries**


**Consolidated
      Statements of Cash Flows**





**For
                The SIx Months Ended****June
                30,****(Unaudited)**
            
            **(Unaudited)****2007**
            
            **2006**Cash
                flows used in operating activities:Net
                (Loss)
            
            $
            (3,819,743
            )
            $
            (1,765,059
            )Adjustments
                to Reconcile Net (Loss) to Net Cash (Used In) Operating
                Activities:Share-Based
                Compensation Expense
            
            
            663,364
            
            
            195,827Amortization
                of Deferred Compensation
            
            
            217,154
            
            
            -Depreciation
                Expense
            
            
            1,499
            
            
            250Other
                Share-Based Selling, General and Administrative Expenses
            
            
            314,841
            
            
            -Change
                in operating assets and liabilities:(Increase)
                Decrease in Assets:Accounts
                Receivable
            
            
            (24,585
            )
            
            42,700Inventory
            
            
            18,484
            
            
            (23,618
            )Prepaid
                Expenses
            
            
            (19,985
            )
            
            (249,246
            )Deferred
                Charges
            
            
            58,785
            
            
            -Increase
                (Decrease) in Liabilities:Accounts
                Payable and Accrued Expenses
            
            
            (119,133
            )
            
            217,623Total
                Adjustments
            
            
            1,110,424
            
            
            183,536Net
                cash (used in) Operating activities
            
            
            (2,709,319
            )
            
            (1,581,523
            )Cash
                flows from investing activities:Investment
                in Property and Equipment
            
            
            -
            
            
            (8,995
            )Net
                cash (used in) Investing activities
            
            
            -
            
            
            (8,995
            )Cash
                flows from financing activities:Net
                Proceeds from Private Placement Offering of Common Stock
            
            
            2,220,805
            
            
            5,017,880Proceeds
                from the Exercise of Stock Options
            
            
            45,824
            
            
            -Net
                cash provided by Financing activities
            
            
            2,266,629
            
            
            5,017,880Net
                (decrease) increase in cash and cash equivalents
            
            
            (442,690
            )
            
            3,427,362Cash
                and cash equivalents, beginning of period
            
            
            4,705,195
            
            
            90,606Cash
                and cash equivalents, end of period
            
            $
            4,262,505
            
            $
            3,517,968**Cash
                Paid For:**Income
                Taxes
            
            $
            -
            
            $
            -Interest
            
            $
            -
            
            $
            -





**Supplemental
      Disclosure of Non-Cash Investing and Financing
      Activities:**




The
      Company entered into a service agreement and issued 100,000 warrants measured
      at
      fair value as of February 14, 2007, the date the service agreement was ratified
      by the Company's board of directors. The fair value of these options
      approximated $255,000 and was recognized as Deferred Compensation in the
      Stockholders' Equity section of the Balance Sheet. During the first six months
      of 2007, the Company ratably recognized approximately $48,000 of expenses for
      the amortization of Deferred Compensation in accordance with the service term.





During
      the six months ended June 30, 2007, options held by the Company's executive
      officers and board of directors vested as to 195,990 shares of the Company's
      common stock. The Company recognized an aggregate compensation cost of $663,364
      for the vesting of the aforementioned options for the six months ended June
      30,
      2007.





In
      connection with the Q-RNA merger, the Company entered into a consulting
      agreement and issued 500,000 non-qualified stock options valued at their grant
      date fair value as of the date of the merger closing. The total fair value
      of
      these options approximated $1,309,000 and was recognized as Deferred
      Compensation in the Stockholders' Equity section of the Balance Sheet. During
      2007, in accordance with vesting terms of the options, the Company recognized
      approximately $169,000 of expense for the amortization of Deferred
      Compensation.





The
      Company granted to a Scientific Advisory Board member 45,000 non-qualified
      stock
      options measured at their grant date fair value. The options were immediately
      vested in full and the Company recognized an aggregate compensation cost of
      approximately $194,000 upon granting of these options.





The
      accompanying notes are an integral part of these consolidated financial
      statements




4





NEURO-HITECH,
      INC. AND SUBSIDIARIES


NOTES
      TO
      THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS


June
      30,
      2007


(Unaudited)




**(1)**  **Nature
      of Operations**





Neuro-Hitech,
      Inc. (the “Company” or “Neuro-Hitech”) is an early stage pharmaceutical company
      engaged in the acquisition and development of therapies for Alzheimer’s disease
      and other degenerative neurological disorders. The Company focuses particularly
      on technologies that address large unmet medical needs and have the potential
      to
      enter clinical development within 12 to 24 months after acquisition, and on
      driving development in a rapid, cost-effective manner. The Company’s current
      portfolio consists of small molecule drugs in development to treat large, unmet
      medical needs - Alzheimer’s disease, Epilepsy and other central nervous system
      applications.





On
      November 29, 2006, the Company completed an acquisition by merger of Q-RNA,
      Inc. (“Q-RNA”), a New York-based biotechnology company focused on diseases such
      as Alzheimer’s, Epilepsy and Parkinson’s disease. The acquisition of Q-RNA
      provides the Company with a pipeline of compounds, many of which have been
      discovered and developed internally. Q-RNA believes that these compounds
      provided it with significant research and development opportunities. (See Note
      4)





The
      accompanying unaudited financial statements have been prepared in accordance
      with accounting principles generally accepted in the United States of America
      for interim financial information and with the instructions to Form 10-QSB
      and
      Item 310(b) of Regulation S-B. Accordingly, they do not include all of the
      information and footnotes required by accounting principles generally accepted
      in the United States of America for complete financial statements. In the
      opinion of management, all adjustments considered necessary in order to make
      the
      interim financials not misleading have been included and all such adjustments
      are of normal recurring nature. The results of operations for the three months
      and six months ended June 30, 2007 are not necessarily indicative of the results
      that can be expected for the year ending December 31, 2007. The unaudited
      consolidated interim financial statements should be read in conjunction with
      the
      Company’s audited consolidated financial statements and notes thereto for the
      year ended December 31, 2006 as reported in Form 10-KSB.





The
      accounting policies followed by the Company are set forth in Note 2 of the
      Company’s consolidated financial statements in the December 31, 2006 Form
      10-KSB. For further information refer to the consolidated financial statements
      and footnotes included in the Company’s Annual Report on Form 10-KSB for the
      year ended December 31, 2006.





**(2)**  **Summary
      of Significant Accounting Policies**





Principles
      of Consolidation





The
      consolidated financial statements include the accounts of the Company and its
      wholly owned subsidiaries. All inter-company balances and transactions have
      been
      eliminated.





Cash
      and
      Cash Equivalents




Cash
      and
      cash equivalents consist of highly liquid financial instruments with an original
      maturity of three months or less from the date acquired.




5




Revenue
      Recognition





Revenues
      from product sales are recognized when products are shipped to the
      customer.





Research
      and Development Costs




All
      research and development costs are expensed as incurred and include costs paid
      to sponsored third parties to perform research and conduct clinical
      trials.





Share-Based
      Compensation





Effective
      January 1, 2006, the Company adopted Statement of Financial Accounting
      Standards No. 123(R), (“SFAS No. 123(R)”), “Share-Based Payment,” which requires
      the Company to record as an expense in its financial statements the fair value
      of all stock-based compensation awards. The Company currently utilizes the
      Black-Scholes option pricing model to measure the fair value of stock options
      granted to employees using the “modified prospective” method. Under the
“modified prospective” method, compensation cost is recognized in the financial
      statements beginning with the effective date, based on the requirements of
      SFAS
      No. 123(R) for all share-based payments granted after that date, and based
      on
      the requirements of SFAS No. 123(R) for all unvested awards granted prior to
      the
      effective date of SFAS No. 123(R).





The
      Company recognized an aggregate share-based compensation cost of $474,631 for
      the three months ended June 30, 2007 and $663,364 for the six months ended
      June
      30, 2007, in accordance with the vesting of the aforementioned options granted
      during such interim periods.





Class
      A
      Common Stock





Immediately
      prior to listing of the Company’s Common Stock on the NASDAQ Capital Market, the
      Chief Executive Officer and Executive Vice President of the Company surrendered
      all of the Class A Common Stock they owned. The shares were repurchased for
      $2
      and as of June 30, 2007, no Class A Common Stock remains
      outstanding.





Deferred
      Compensation





In
      accordance with EITF Abstract No. 96-18, “Accounting for Equity Instruments That
      Are Issued to Other Than Employees for Acquiring, or in Conjunction with
      Selling, Goods or Services,” the Company initially measures the fair value of
      any equity granted to consultants on the date of grant and subsequently
      remeasures such grants in accordance with promulgated accounting principles
      using the Black-Scholes pricing model. Amounts are initially recorded as
      Deferred Compensation in the Stockholders’ Equity section of the balance sheet
      and are subsequently remeasured and charged to the appropriate expense over
      the
      period to which the service relates.





**(3)**  **Common
      Stock Transactions**





Recapitalization





On
      January 18, 2006, Northern Way Resources, Inc., a Nevada corporation
      (“Northern-NV”) was merged with and into Northern Way Resources Inc., a Delaware
      corporation (“Northern-DE”) for the sole purpose of changing its state of
      incorporation from Nevada to Delaware pursuant to an Agreement and Plan of
      Merger dated January 12, 2006 (“Reincorporation Merger Agreement”), which was
      approved through an action by written consent of a majority of the stockholders
      on the same date (“Reincorporation Merger”). Under the terms of the
      Reincorporation Merger, each share of Northern-NV was exchanged for one share
      of
      Northern-DE. In connection with the Reincorporation Merger, Northern-DE changed
      its name to Neurotech Pharmaceuticals, Inc. (“Neurotech”).




On
      January 24, 2006 Neurotech entered into an Agreement of Merger and Plan of
      Reorganization by and among Neurotech, Marco Hi-Tech J.V. Ltd., a privately
      held
      New York corporation (“Marco”), and Marco Acquisition I, Inc., (“Acquisition
      Sub”) a newly formed wholly-owned Delaware subsidiary of Neurotech. Upon closing
      of the merger transactions contemplated under the Merger Agreement (the
“Merger”), Acquisition Sub was merged with and into Marco, and Marco became a
      wholly-owned subsidiary of Neurotech.




6




On
      January 25, 2006, Neurotech filed a Certificate of Amendment to its Certificate
      of Incorporation in the State of Delaware in order to change its name to
      Neuro-Hitech Pharmaceuticals, Inc.





For
      accounting purposes, the acquisition was treated as an issuance of shares for
      cash by Marco with Marco as the acquirer. The accounting is identical to that
      resulting from a reverse acquisition except that no goodwill or other intangible
      assets are recorded.




On
      August
      11, 2006, Neuro-Hitech Pharmaceuticals, Inc. amended its Certificate of
      Incorporation to change its name to “Neuro-Hitech, Inc.”





Private
      Placement Offering





Immediately
      after the closing of the Merger on January 24, 2006, there were 7,027,252 shares
      of Neuro-Hitech Common Stock issued and outstanding and 100 shares of
      Neuro-Hitech Class A Common Stock issued and outstanding.





Prior
      to
      the closing of the Merger, the Company’s predecessor, Marco completed a private
      offering in which Marco received total gross proceeds of $996,006, which
      after the closing of the Merger, were converted into 664,004 shares of the
      Company’s common stock. Subsequent to the closing of the Merger, Neuro-Hitech
      completed a private offering of 1,750,000 shares of its common stock and
      warrants to purchase 437,500 shares of its common stock for $4,375,000 in cash.
      The exercise price of the warrants is $5.00 per share. ****





Placement
      agent, legal, accounting, printing and other costs related to these offerings,
      in the aggregate amount of $353,127, were charged to additional paid-in capital
      in the year ended December 31, 2006.





On
      November 29, 2006 Neuro-Hitech closed on the sale in a private offering of
      612,200 shares of its common stock and warrants to purchase 306,100 shares
      of
      its common stock for $3,137,525 in cash.  The exercise price of the
      warrants is $7.00 per share.





Between
      January 1, 2007 and March 15, 2007, the Company conducted a private placement
      offering of its securities with institutional and individual investors and
      received total net proceeds of $2,220,805 from the offering. The investors
      received an aggregate of 464,196 shares of the Company’s common stock and
      warrants to purchase an additional 232,098 shares of the Company’s common stock.
      The common stock was sold in the offering at $5.125 per share and the exercise
      price of the warrants is $7.00 per share.





Business
      Combination





On
      November 29, 2006 Neuro-Hitech completed the acquisition of Q-RNA, Inc., a
      New
      York-based biotechnology company focused on diseases such as Alzheimer’s,
      Epilepsy and Parkinson’s disease. Neuro-Hitech privately issued merger
      consideration to the Q-RNA security holders consisting of an aggregate of:
      (i)
      1,800,000 shares of Neuro-Hitech common stock, (ii) warrants to purchase 600,356
      shares of Neuro-Hitech common stock at an exercise price of $13 per share,
      and
      (iii) warrants to purchase 600,356 shares of Neuro-Hitech common stock at
      an exercise price of $18 per share.  In addition, Neuro-Hitech assumed
      Q-RNA employee stock options now exercisable for 199,288 shares of Neuro-Hitech
      common stock. The weighted average exercise price of these stock options is
      $12.66. The Neuro-Hitech common stock issued as merger consideration will be
      subject to a lock-up of up to two years and therefore not freely transferable
      during that period.




7




Other
      Issuances




During
      the second quarter of 2007, 20,000 shares of common stock were issued with
      an
      aggregate value of $121,000. The issuance of these shares was expensed as
      investor relations and is reflected in the Selling, General and Administrative
      Expense caption of the Statement of Operations.





**(4)**  **Research
      and Development Agreements**





Georgetown
      University





In
      December 2003, the Company entered into a clinical research agreement, which
      was
      amended in November 2005, with Georgetown pursuant to which Georgetown will
      provide the Company with Phase II research. The costs associated with this
      agreement originally totaled $3,146,667 and would be partially funded by the
      National Institutes of Health. The Company’s portion of the total cost was
      $1,846,667 and payable in installments upon the achievement of certain
      milestones.





On
      December 8, 2006, the Company announced the expansion in the size of the Phase
      II clinical trial by 60 participants, an increase in the number of participants
      of 40%.  The Company’s portion of the total cost increased by an additional
      $1,934,270, to an aggregate of $5,080,937, and is payable in quarterly
      installments of approximately $316,000 and $670,270 at the conclusion of the
      trial. This agreement may be terminated by either party upon 30 days notice.
      The
      Company expects to make additional payments to Georgetown of approximately
      $1,302,300, or an aggregate of approximately $3,780,900, until the conclusion
      of
      the Phase II clinical trials which the Company expects to occur later this
      year.





For
      the
      six months ended June 30, 2007 and 2006, the total cost incurred by the Company
      was $301,167 and $427,500, respectively. The total costs incurred since
      inception of the agreement is approximately $2,479,000 as of June 30, 2007
      and
      is reflected in the Research and Development Cost caption of the Statement
      of
      Operations.





Org
      Syn
      Laboratory, Inc.





On
      February 1, 2006, the Company entered into an exclusive development agreement
      with Org Syn for the development of synthetic Huperzine A. Org Syn received
      an
      aggregate of $209,727 upon the execution of the agreement and may receive up
      to
      an additional $209,727 upon the delivery of the synthetic Huperzine A. The
      Company expects the obligations under the contract to be fully performed by
      the
      end of 2007. **** The
      Development Agreement may be terminated by the Company if Org Syn fails to
      achieve certain stated milestones.





Xel
      Herbaceuticals, Inc.





On
      March
      15, 2006, the Company entered into a development agreement with Xel
      Herbaceuticals, Inc. (“XEL”) for XEL to develop a Huperzine A Transdermal
      Delivery System (“Delivery Product”). Under the terms of the agreement, the
      Company paid XEL a $250,000 fee upon the execution of the agreement and will
      pay
      XEL $92,500 per month during the development of the Delivery Product, which
      is
      estimated to take approximately 16 months. The $250,000 fee paid upon the
      execution of the agreement is amortized ratably over the term of the agreement.
      The monthly payment is subject to quarterly adjustment and subject to a limit
      on
      aggregate development cost overruns of $250,000. The terms of the agreement
      have
      been fully performed and no overruns were incurred. The Company and XEL intend
      to seek domestic and foreign patent protection for the Delivery Product.




If
      the
      Company elects to exercise its right to license the Delivery Product in the
      United States and Canada (“North America”) and to develop the Delivery Product
      on its own, the Company will pay XEL an initial license fee of $400,000 and
      up
      to an aggregate of $2.4 million in additional payments upon the achievement
      of
      certain milestones, including completion of a prototype, initial submission
      to
      the Food and Drug Administration (“FDA”), completion of phases of clinical
      studies and completion of the FDA submission and FDA approval.. Similarly,
      if
      the Company elects to exercise its option to license the Delivery Product
      worldwide excluding China, Taiwan, Hong Kong, Macau and Singapore (“Worldwide”),
      and develop the Delivery Product on its own, the Company will pay XEL an
      additional initial license fee of $400,000 and up to an aggregate of $2.4
      million in additional payments upon the achievement of comparable milestones.
      If
      XEL fails to obtain a U.S. or international patent, the corresponding license
      fee and milestone payments will be reduced by 50% until such time as XEL obtains
      such patent, at which time the unpaid 50% of all such milestone payments
      previously not made will be due.




8




The
      Company will also be obligated to pay XEL royalty payments of between 7% and
      10%
      of net sales, with such royalty payments subject to reduction upon the
      expiration of the patent or the launch of a generic product in the applicable
      territory. If a patent has not been issued in either the United States or
      Canada, the royalty payments will be subject to reduced rates of between 3%
      and
      5% of net sales. Royalty payments for sales in the worldwide territory will
      be
      subject to good faith negotiations between the parties.





If
      the
      Company exercises its right to license the Delivery Product in North America
      and
      to develop the Delivery Product with a third party, the Company will pay XEL
      50%
      of any initial signing fees and milestone fees (excluding any research and
      development fees) paid by such third party. Similarly, in the event that the
      Company decides to exercise its option to license the Delivery Product Worldwide
      and to develop the Delivery Product with a third party, the Company will pay
      XEL
      50% of any initial signing fees and milestone fees (excluding any research
      and
      development fees) paid by such third party. If XEL fails to obtain a U.S. or
      international patent, the percentage of the corresponding fees will be reduced
      to 25%. The Company will pay XEL 20% of any royalty payments received by the
      Company from third-party sublicensees, or if the Delivery Product is not
      protected by at least one patent, 10% of any royalty received by the Company
      from sublicensees.





If
      the
      Company elects not to exercise its right to license the Delivery Product and
      XEL
      elects to further develop the Delivery Product without the Company, XEL will
      be
      obligated to pay the Company 30% of any net profits realized up to a maximum
      of
      two times the amount paid by the Company to XEL during development, excluding
      the initial $250,000 signing fee. Upon such election, XEL will be entitled
      to
      full ownership of the intellectual property of the Delivery Product. If the
      Company elects to exercise its rights to license the Delivery Product in North
      America, but not Worldwide, XEL will have certain rights to obtain intellectual
      property protection in any country outside North America upon payment to the
      Company for such rights, such fees to be negotiated in good faith by the
      parties.





For
      the
      six months ended June 30, 2007 and 2006, the total research and development
      costs incurred in connection with the Company’s agreement with XEL were
      approximately $648,800 and $433,500, respectively, and are reflected in the
      Research and Development Cost caption of the Statement of Operations.





Dalhousie
      License Agreements (PARTEQ)





As
      part
      of the acquisition of Q-RNA, the Company assumed exclusive License Agreements
      with PARTEQ Research and Development Innovations (“PARTEQ”), the technology
      licensing arm of Queens University, Kingston, Ontario, Canada.





The
      Exclusive Patent License Agreement with PARTEQ (the “Alzheimer’s Agreement”)
      grants the Company an exclusive worldwide license to all innovations and
      developments, including the patent applications and additional filings, related
      to specified patents related to research on Alzheimer’s disease. The Company
      made a one-time license fee payment of C$25,000 when it entered into the
      Alzheimer’s Agreement in 2005 and will be required to make quarterly royalty
      payments equal to 3% of net sales of the licensed products (as such term is
      defined in Alzheimer’s Agreement), with a minimum annual royalty of C$10,000 for
      2007, C$20,000 for 2008, C$30,000 for 2009 and C$40,000 for 2010 and each
      subsequent calendar year. The Company is also required to pay fixed annual
      fees
      of C$256,802 and the following milestone payments: C$100,000 upon completion
      of
      a Phase I trial of a licensed product, C$250,000 upon completion of a Phase
      II
      trial of a licensed product, and C$1,000,000 upon the first FDA approval (as
      such term is defined in the Alzheimer’s Agreement). The Company also has the
      right to sub-license with the payment of 20% of all non-royalty sublicensing
      consideration.




9


The
        Exclusive Patent License Option Agreement with PARTEQ (the “Epilepsy Agreement”)
        grants the Company a three-year option to acquire an exclusive worldwide
        license
        to all innovations and developments, including the patent applications and
        additional filings, related to specified patents related to research on
        Epilepsy. The Company made a non-refundable, non-creditable option payment
        of
        C$10,000 when it entered into the Epilepsy Agreement in 2006. The Company
        is
        also required to pay fixed annual fees of C$150,800. If the Company exercises
        its option, the Company will make a non-refundable, non-creditable license
        payment of C$17,500 at the time of such exercise. If the Company exercises
        its
        option, it will be required to make quarterly royalty payments of 3% of net
        sales of the licensed products (as such term is defined in Epilepsy Agreement),
        with a minimum annual royalty of C$10,000 through the second anniversary
        of the
        license, C$20,000 through the third anniversary of the license, C$30,000
        through
        the fourth anniversary of the license and C$40,000 through the fifth anniversary
        of the license and each subsequent anniversary. If the Company exercises
        its
        option, the Company is also obligated to make the following milestone payments:
        C$100,000 upon completion of a Phase I trial of a licensed product, C$250,000
        upon completion of a Phase II trial of a licensed product, and C$1,000,000
        upon
        the first FDA approval (as such term is defined therein). If the Company
        exercises its option, the Company also has the right to sub-license with
        the
        payment of 20% of all non-royalty sublicensing consideration. ****


For
      the
      six months ended June 30, 2007 and 2006, the total research and development
      costs incurred with respect to the Company’s agreements with PARTEQ were
      approximately $25,600 and $0, respectively, and are reflected in the Research
      and Development caption of the Statement of Operations.




The
      following is a summary of fixed and determinable research and development costs
      of the Company (unaudited).




Year
            
            
            Amount2008
            
            $
            1,600,000Thereafter
            
            
            -Total
            
            $
            1,600,000





10





**Item
      2. Management’s Discussion and Analysis or Plan of
      Operation**





**FORWARD-LOOKING
      STATEMENTS**




This
      Quarterly Report on Form 10-QSB contains forward-looking statements (as defined
      in Section 27A of the Securities Act and Section 21E of the Exchange Act).
      To
      the extent that any statements made in this Report contains information that
      is
      not historical, these statements are essentially forward-looking.
      Forward-looking statements can be identified by the use of words such as
“expects,” “plans” “will,” “may,” “anticipates,” “believes,” “should,”
“intends,” “estimates,” “projects” and other words of similar meaning. These
      statements are subject to risks and uncertainties that cannot be predicted
      or
      quantified and consequently, actual results may differ materially from those
      expressed or implied by such forward-looking statements. Such risks and
      uncertainties include those outlined in “Risk Factors” found within our Annual
      Report on Form 10-KSB and include, without limitation, the Company’s limited
      cash and ability to raise capital to finance the growth of the Company’s
      operations, the ability of the Company to develop its products and obtain
      necessary governmental approvals, the Company’s ability to protect its
      proprietary information, the Company’s ability to attract or retain qualified
      personnel, including scientific and technical personnel, and other risks
      detailed from time to time in the Company’s filings with the SEC, or
      otherwise.





All
      references to the “Company” refer to Neuro-Hitech, Inc. and its
      subsidiaries.




THE
      FOLLOWING DISCUSSION SHOULD BE READ TOGETHER WITH THE INFORMATION CONTAINED
      IN
      THE FINANCIAL STATEMENTS AND RELATED NOTES INCLUDED ELSEWHERE IN THIS QUARTERLY
      REPORT ON FORM 10-QSB .




**History**




The
      Company is an early stage pharmaceutical company engaged in the acquisition
      and
      development of therapies for Alzheimer’s disease and other degenerative
      neurological disorders. The Company is focused particularly on technologies
      that
      address large unmet medical needs and have the potential to enter clinical
      development within 12 to 24 months after acquisition, and on driving development
      in a rapid, cost-effective manner.





The
      Company’s most advanced product candidate, Huperzine A, is in Phase II clinical
      trials in the U.S. and is being tested for efficacy and safety in the treatment
      of mild to moderate Alzheimer’s disease. Huperzine A is a cholinesterase
      inhibitor that the Company believes may be effective in the treatment of
      Alzheimer’s disease and Mild Cognitive Impairment (“MCI”), although, to date,
      the Company’s efforts have been focused upon Huperzine A’s effectiveness in
      Alzheimer’s disease. Through a collaboration with the Alzheimer’s Disease
      Cooperative Study (“ADCS”), the Company has completed two Phase I studies. ADCS
      was formed in 1991 as a cooperative agreement between the National Institute
      of
      Aging and the University of California San Diego, with the goal of advancing
      the
      research of drugs for treating patients with Alzheimer’s disease, the National
      Institutes of Health (“NIH”) and Georgetown University Medical Center
      (“Georgetown”).





The
      Company concluded patient recruitment for its Phase II clinical trials in May
      2007 and anticipates obtaining top-line data during December 2007.





Upon
      obtaining FDA approval for Huperzine A, it is anticipated that the Company’s
      collaborative partners, if the Company is successful in obtaining collaborative
      partners, will be primarily responsible for the manufacturing, sale and
      distribution of Huperzine A products. Efforts will be made to reach licensing
      agreements with collaborative partners to participate in earlier phases of
      the
      drug development process for the Company’s products, reducing the likelihood of
      the need for it to obtain financing for the additional research and development
      costs. This strategy may enable the Company to gain access to the marketing
      expertise and resources of the Company’s potential partners, and to lower its
      capital requirements.




11




The
      Company is also studying the transdermal delivery of Huperzine A. The Company
      believes that Huperzine A can effectively be delivered transdermally because
      of
      its low dosage requirement and low molecular weight. The Company believes that
      a
      transdermal patch is the ideal way to deliver any Alzheimer’s treatment because
      the patch may provide the drug for transdermal delivery for up to between three
      and five days while avoiding the gastrointestinal tract. The Company expects
      to
      begin Phase I clinical trial in the second quarter of 2008 and to report study
      results later that year.





The
      Company is also pursuing the optimization and pre-clinical development of
      certain compounds that were being developed by Q-RNA, Inc., including NHT0012,
      which is one of a number of second generation disease modifying drugs for
      Alzheimer’s disease that inhibit A-beta and Tau oligomerization and NHT1107,
      which is one of a large pharmaceutical library of drugs designed for the
      treatment of Epilepsy that offer both anti-ictogenci (ability to treat Epilepsy)
      and anti-epileptogenic (ability to prevent Epilepsy) properties.





**Liquidity
      and Capital Resources**




The
      Company has generated limited revenue from operations to date, and expects
      to
      continue generating limited operating revenue for several years. Substantially
      all of the Company’s operations to date have been funded through the sale of its
      securities, and the Company expects this to continue in the foreseeable
      future.





The
      principal uses of the Company’s cash and cash equivalents are concluding the
      Phase II clinical trials, developing alternative delivery technologies,
      improving on the synthetic processes, and continuing to fund pre-clinical
      compounds associated with the agreements with PARTEQ. Although the Company
      has
      developed plans related to its operations, management continues to retain
      significant flexibility for the uses of Company funds. In addition to meeting
      its working capital needs, the Company may also use its cash and cash
      equivalents to acquire additional products or technologies.





Although
      the Company has developed initial plans and assumptions related to its
      operations, management retains significant flexibility in applying a substantial
      portion of the net proceeds of the money raised through private offerings.
      Pending use of the net proceeds, the Company may invest the net proceeds from
      any private offerings in short-term, interest-bearing, investment-grade
      securities or accounts.





The
      Company anticipates, based on current plans and assumptions related to
      operations, that its cash and cash equivalents are sufficient to satisfy its
      contemplated cash requirements to implement its business plan for at least
      the
      next twelve months. In the event that the Company’s cash and cash equivalents
      prove to be insufficient to fund the implementation of its business plan as
      a
      result of unanticipated expenses, technical difficulties or other unanticipated
      problems, the Company will be required to seek additional financing in order
      to
      proceed with such implementation. Additional funds may not be available or
      not
      available on acceptable terms, if at all. If adequate funds are unavailable
      the
      Company may have to delay, reduce the scope of or eliminate some of its research
      or development programs, product launches or marketing efforts which may
      materially harm the Company’s financial condition and operations.





**Results
      of Operations**





The
      following discussion provides comparisons of the Company’s results of operations
      for the quarter ended June 30, 2007 with the quarter ended June 30, 2006 and
      the
      six months ended June 30, 2007 to the six months ended June 30,
      2006.





The
      Company had revenues from operations of $56,885 for the quarter ended June
      30,
      2007, a 511.7% increase from the $9,300 in revenue achieved for the quarter
      ended June 30, 2006. The increase in revenue was the result of an increase
      in
      product sales to the Company’s sole customer of natural huperzine. The
      Company had revenues from operations of $251,285 for the six months ended June
      30, 2007, a 224.9% increase from the $77,340 in revenue achieved for the six
      months ended June 30, 2006. The increase in revenue was solely a result of
      an
      increase in product sales to the Company’s sole customer of natural
      huperzine.




12




Cost
      of
      goods sold as a percentage of the Company’s revenue was 18.4% for the quarter
      ended June 30, 2007, compared with 14.3% for the quarter ended June 30, 2006.
      Cost of goods sold as a percentage of the Company’s revenue was 44.2% for the
      six months ended June 30, 2007, compared with 38.2% for the six months ended
      June 30, 2006. The increase in the cost of goods sold as a percentage of the
      Company’s revenue was attributable to the increase in the cost of raw
      material.





The
      Company’s total selling, general and administrative expenses increased from
      $272,655 for the quarter ended June 30, 2006 to $942,752 for the quarter ended
      June 30, 2007, an increase of $670,097, or 245.8%. This increase was the result
      of increases in salaries and employee benefit expenses resulting from the
      Company’s expansion of its executive management team following the acquisition
      of Q-RNA. Additionally, a portion of the increase is attributable to increased
      salaries, employee benefits, professional fees, occupancy costs, investor
      relations, and NASDAQ listing fees. The Company’s total selling, general and
      administrative expenses increased from $496,366 for the six months ended June
      30, 2006 to $1,694,230 for the six months ended June 30, 2007, an increase
      of
      $1,197,864, or approximately 241.3%. The increase is attributable to increased
      professional fees, investor relations, occupancy costs and NASDAQ listing fees.





The
      Company’s research and development costs increased from $524,606 for the quarter
      ended June 30, 2006 to $890,614 for the quarter ended June 30, 2007, an increase
      of $366,008, or approximately 69.7%.  The increase in research and
      development expenses is attributable to the expansion of the Company’s clinical
      development programs. The Company expects operating expenses in 2007 to increase
      further as the Company continues to expand its research and development
      activities, including its planned IND for the trandsdermal patch and increases
      in headcount to staff these activities. The Company’s research and development
      costs increased from $1,193,618 for the six months ended June 30, 2006 to
      $1,722,664 for the six months ended June 30, 2007, an increase of $529,046,
      or
      approximately 44.3%.  The increase in research and development expenses is
      attributable to the expansion of the Company’s clinical development programs.





The
      Company’s share based compensation costs increased from $106,815 for the quarter
      ended June 30, 2006 to $474,631 for the quarter ended June 30, 2007, an increase
      of approximately 344.3%.  The increase in share based compensation expenses
      is attributable to stock options and warrants granted to employees, directors,
      and advisors during the three months ended June 30, 2007. The Company’s share
      based compensation costs increased from $195,827 for the six months ended June
      30, 2006 to $663,364 for the six months ended June 30, 2007, an increase of
      approximately 238.8%.  The increase in share based compensation expenses is
      attributable to stock options and warrants granted to employees, directors,
      and
      advisors during the six months ended June 30, 2007.





In
      December 2003, the Company entered into a clinical research agreement, which
      was
      amended in November 2005, with Georgetown pursuant to which Georgetown will
      provide the Company with Phase II research on Huperzine A. The costs associated
      with this agreement originally totaled $3,146,667 and would be partially funded
      by the National Institutes of Health. The Company’s portion of the total cost
      was $1,846,667 and payable in installments upon the achievement of certain
      milestones.  On December 8, 2006, the Company announced the expansion in
      the size of the Phase II clinical trial by 60 participants, an increase of
      40%.  The Company’s portion of the total cost increased by an additional
      $1,934,270, to an aggregate of $5,080,937, and is payable in quarterly
      installments of approximately $316,000 and $670,270 at the conclusion of the
      trial. This agreement may be terminated by either party upon 30 days notice.
      The
      Company expects to make additional payments to Georgetown of approximately
      $1,302,300, or an aggregate of $3,780,937, until the conclusion of the Phase
      II
      clinical trials which the Company expects to occur later this year.





On
      February 1, 2006, the Company entered into an exclusive development agreement
      with Org Syn for the development by Org Syn of synthetic Huperzine A, in
      accordance with the terms of the Agreement. Org Syn received an aggregate of
      $209,727 upon the execution of the Agreement and may receive up to an additional
      $209,727 upon the delivery of the synthetic Huperzine A.




13




On
      March
      15, 2006, the Company entered into a Development Agreement with XEL for XEL
      to
      develop a Huperzine A transdermal delivery system (the “Product”). Under the
      terms of the agreement, the Company paid XEL a $250,000 fee upon the execution
      of the Agreement and will pay XEL $92,500 per month during the development
      of
      the Product, which development is estimated to occur in the latter half of
      2007
      in accordance with the original estimates and the existing schedule. The monthly
      payment is subject to quarterly adjustment and subject to a limit on aggregate
      development cost overruns of $250,000. **** XEL has
      agreed to pay any cost overruns in excess of $250,000. The Company expects
      that
      if all of the milestones under its contract with XEL are achieved, the Company
      would be required to make additional payments in calendar year 2007 of
      approximately $655,500.





As
      part
      of the acquisition of Q-RNA, the Company assumed exclusive license agreements
      with PARTEQ. Under the terms of the exclusive PARTEQ Licensing Agreement the
      Company made an initial one-time license fee of C$25,000 and is obligated to
      pay
      fixed annual fees of $256,802 for the Alzheimer’s research. The Company is also
      required to pay fixed annual fees of C$256,802. The Company may also be required
      to make quarterly royalty payments of 3% of net sales of the licensed products,
      with a minimum annual royalty of C$10,000 for 2007, C$20,000 for 2008, C$30,000
      for 2009 and C$40,000 for 2010 and each subsequent calendar year. Until such
      time as the Company has a licensed product, the Company will not have to make
      any quarterly payments. The Company is also obligated to make the following
      milestone payments: C$100,000 upon completion of a Phase I trial of a licensed
      product, C$250,000 upon completion of a Phase II trial of a licensed product,
      and C$1,000,000 upon the first FDA approval (as such term is defined in the
      PARTEQ Licensing Agreement). The Company does not currently anticipate having
      a
      licensed product in the near term. The Company also has the right to sub-license
      with the payment of 20% of all non-royalty sublicensing
      consideration.





Under
      the
      terms of the PARTEQ Licensing Option Agreement, which provides the Company
      an
      option to acquire an exclusive worldwide license to all innovations and
      developments for certain compounds (including pyrimidine, heterocyclic,
      beta-alanine, uracil, diuracil, beta amino acid analogs and related compounds)
      and patents/patent applications related thereto from PARTEQ for Epilepsy
      research, including the patent applications and additional filings, the Company
      made an initial payment of C$10,000. The Company is also required to pay fixed
      annual fees of C$150,800. If the Company exercises its option, the Company
      will
      make a non-refundable, non-creditable license payment of C$17,500 at the time
      of
      such exercise and will be required to make quarterly royalty payments of 3%
      of
      net sales of the licensed products, with a minimum annual royalty of C$10,000
      through the second anniversary of the license, C$20,000 through the third
      anniversary of the license, C$30,000 through the fourth anniversary of the
      license and C$40,000 through the fifth anniversary of the license and each
      subsequent anniversary. The Company does not anticipate having a licensed
      product in the near term and until such time will not be required to make
      quarterly payments. If the Company exercises its option, the Company is also
      obligated to make the following milestone payments: C$100,000 upon completion
      of
      a Phase I trial of a licensed product, C$250,000 upon completion of a Phase
      II
      trial of a licensed product, and C$1,000,000 upon the first FDA approval (as
      such term is defined therein). If the Company exercises its option, the Company
      also has the right to sub-license with the payment of 20% of all non-royalty
      sublicensing consideration. ****





The
      Company invests any cash and cash equivalents not used for working capital
      in
      short-term, interest-bearing, investment-grade securities or accounts. In the
      six months ended June 30, 2007, the Company generated $120,287 from interest
      and
      dividend income, compared to $72,938 generated in the six months ended June
      30,
      2006. The increase is largely attributable to the increase in the balance of
      the
      Company’s cash and cash equivalents during the current six month
      period.





**Critical
      Accounting Policies**





Our
      financial statements are prepared in accordance with accounting principles
      generally accepted in the United States of America. Preparing financial
      statements in accordance with generally accepted accounting principles requires
      management to make estimates and assumptions which affect the reported amounts
      of assets and liabilities and the disclosure of contingent assets and
      liabilities at the balance sheet dates, and the recognition of revenues and
      expenses for the reporting periods. These estimates and assumptions are affected
      by management’s application of accounting policies.




14




Research
      and Development Costs




All
      research and development costs are expensed as incurred and include costs paid
      to sponsored third parties to perform research and conduct clinical
      trials.





Share-Based
      Compensation





Effective
      January 1, 2006, the Company adopted Statement of Financial Accounting
      Standards No. 123(R), (“SFAS No. 123(R)”), “Share-Based Payment,” which requires
      the Company to record as an expense in its financial statements the fair value
      of all stock-based compensation awards. The Company currently utilizes the
      Black-Scholes option pricing model to measure the fair value of stock options
      granted to employees using the “modified prospective” method. Under the
“modified prospective” method, compensation cost is recognized in the financial
      statements beginning with the effective date, based on the requirements of
      SFAS
      No. 123(R) for all share-based payments granted after that date, and based
      on
      the requirements of SFAS No. 123(R) for all unvested awards granted prior to
      the
      effective date of SFAS No. 123(R).





Deferred
      Compensation





In
      accordance with EITF Abstract No. 96-18, “Accounting for Equity Instruments That
      Are Issued to Other Than Employees for Acquiring, or in Conjunction with
      Selling, Goods or Services,” the Company initially measures the fair value of
      any equity granted to consultants on the date of grant and subsequently
      remeasures such grants in accordance with promulgated accounting principles
      using the Black-Scholes pricing model. Amounts are initially recorded as
      Deferred Compensation in the Stockholders’ Equity section of the balance sheet
      and are subsequently charged to the appropriate expense over the period to
      which
      the service relates.





15


**Item
      3.**  **Controls
      and Procedures**





The
      Company maintains disclosure controls and procedures that are designed to ensure
      that information required to be disclosed in the Company’s reports under the
      Securities Exchange Act of 1934, as amended, is recorded, processed, summarized
      and reported within the time periods specified in the SEC’s rules and forms, and
      that such information is accumulated and communicated to the Company’s
      management, including its Chief Executive Officer and Chief Financial Officer,
      as appropriate, to allow timely decisions regarding required disclosure. In
      designing and evaluating the disclosure controls and procedures, management
      recognizes that any controls and procedures, no matter how well designed and
      operated, can provide only reasonable assurance of achieving the desired control
      objectives, and management necessarily was required to apply its judgment in
      evaluating the cost-benefit relationship of possible controls and
      procedures.





The
      Company carried out an evaluation, under the supervision, and with the
      participation, of the Company’s management, including the Company’s Chief
      Executive Officer and the Company’s Chief Financial Officer, of the
      effectiveness of the Company’s disclosure controls and procedures as of June 30,
      2007. Based on the foregoing, the Company’s Chief Executive Officer and
      principal financial officer concluded that the Company’s disclosure controls and
      procedures were effective as of June 30, 2007.





There
      have been no significant changes during the quarter covered by this report
      in
      the Company’s internal control over financial reporting or in other factors that
      could significantly affect the internal control over financial
      reporting.





16




**PART
      II.**  **OTHER
      INFORMATION**




**Item
      2.**  **Recent
      Sales of Unregistered Securities; Use of Proceeds from Registered
      Securities.**





On
      May
      10, 2007, the Company granted immediately exercisable warrants to purchase
      the
      Company’s common stock to the following individuals in consideration for
      services provided to the Company:





**Grantee**
            
            **Number
                of Shares**
            
            **Exercise
                Price**Robert
                Moriarty
            
            
            45,000
            
            $
            7.97David
                Filer
            
            
            30,000
            
            $
            7.97





On
      May
      18, 2007, the Company granted immediately exercisable warrants to purchase
      the
      Company’s common stock in the amounts set forth below pursuant to letter
      agreements and each of the companies listed below:





**Grantee**
            
            **Number
                of Shares**
            
            **Exercise
                Price**Westor
                Capital Group, Inc.
            
            
            7,000
            
            $
            7.00Capital
                Growth Financial
            
            
            7,500
            
            $
            7.00Emerging
                Growth Equities, Ltd.
            
            
            3,170
            
            $
            7.00





On
      May
      24, 2007, the Company issued 20,000 shares of common stock to Alliance Advisors,
      LLC (“Alliance”) pursuant to a letter agreement between the Company and
      Alliance.





The
      Company believes that each of the issuances of securities described in this
      Item
      2 to be exempt from registration under Section 4(2) of the Securities
      Act.





**Item
      4.**  **Submission
      of Matters to a Vote of Security Holders.**





The
      Company’s Annual Meeting of Stockholders was held on June 26, 2007. The
      following proposals were voted upon at the meeting:





(a)  A
      proposal to elect John Abernathy, Mark Auerbach, David Dantzker, Alan
      Kestenbaum, Jay Lombard, L. William McIntosh and Reuben Seltzer as directors
      to
      serve for a one-year beginning at the annual meeting on June 26, 2007 or until
      their successors, if any, are elected or appointed. **** The
      proposal was approved with the following results:





**Director**
            
            **For**
            
            **Withheld**John
                Abernathy
            
            
            8,378,531
            
            
            0Mark
                Auerbach
            
            
            8,378,531
            
            
            0David
                Dantzker
            
            
            8,378,531
            
            
            0Alan
                Kestenbaum
            
            
            8,378,531
            
            
            0Jay
                Lombard
            
            
            8,378,531
            
            
            0L.
                William McIntosh
            
            
            8,378,531
            
            
            0Reuben
                Seltzer
            
            
            8,378,531
            
            
            0





(b)   A
      proposal to amend
      the
      Company’s 2006 Incentive Stock Plan (the “Plan”) increasing by 1,950,000 the
      number of shares of common stock authorized for issuance thereunder and
      authorizing the award of stock appreciation rights, restricted stock units
      and
      unrestricted stock thereunder was approved with 7,863,314 votes for, 122,737
      votes against, and 394,930 abstentions.




17




(c)  A
      proposal to ratify the selection of Moore Stephens, P.C. as the Company’s
      independent registered public accounting firm for the fiscal year ending
      December 31, 2007 was approved with 8,266,369 votes for, 111,412 votes against,
      and 3,200 abstentions.





**Item
      6.**  **Exhibits.**




10.1
            
            2006
                Incentive Stock Plan(incorporated
                by reference to Exhibit A to the Definitive Proxy Statement filed
                June 5,
                2007)10.2
            
            Directors
                Deferral Plan10.3
            
            Officers
                Deferral Plan31.1
            
            Certification
                of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley
                Act of 2002.31.2
            
            Certification
                of the Chief Financial Officer Pursuant to Section 302 of the
                Sarbanes-Oxley Act of 2002.32.1
            
            Certification
                of the Chief Executive Officer and Chief Financial Officer Pursuant
                to 18
                U.S.C. 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley
                Act
                of 2002.




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**SIGNATURES**





In
      accordance with the requirements of the Exchange Act, the registrant caused
      this
      report to be signed on its behalf by the undersigned, thereunto duly
      authorized.




**Neuro-Hitech,
                Inc.**(Registrant)Date:
                August 8, 2007
            
            /s/
                Reuben SeltzerReuben
                SeltzerPresident
                and Chief Executive Officer  Date:
                August 8, 2007
            
            /s/
                  David J. BarrettDavid
                  J. BarrettChief
                  Financial Officer




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